Lista de Sears y Kmart A La Venta

18-23538-rdd Doc 862 Filed 11/21/18 Entered 11/21/18 21:34:19 Main Document
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WEIL, GOTSHAL & MANGES LLP

767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Ray C. Schrock, P.C.
Jacqueline Marcus
Garrett A. Fail
Sunny Singh
Jessica Liou
Attorneys for Debtors

and Debtors in Possession
UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------------------------x
In re :
: Chapter 11
SEARS HOLDINGS CORPORATION, et al., :
: Case No. 18-23538 (RDD)
:
Debtors.1 : (Jointly Administered)
----------------------------------------------------------------x
NOTICE OF FILING OF GLOBAL BIDDING PROCEDURES PROCESS LETTER
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are as follows: Sears Holdings Corporation (0798); Kmart Holding Corporation (3116); Kmart Operations
LLC (6546); Sears Operations LLC (4331); Sears, Roebuck and Co. (0680); ServiceLive Inc. (6774); SHC Licensed
Business LLC (3718); A&E Factory Service, LLC (6695); A&E Home Delivery, LLC (0205); A&E Lawn &
Garden, LLC (5028); A&E Signature Service, LLC (0204); FBA Holdings Inc. (6537); Innovel Solutions, Inc.
(7180); Kmart Corporation (9500); MaxServ, Inc. (7626); Private Brands, Ltd. (4022); Sears Development Co.
(6028); Sears Holdings Management Corporation (2148); Sears Home & Business Franchises, Inc. (6742); Sears
Home Improvement Products, Inc. (8591); Sears Insurance Services, L.L.C. (7182); Sears Procurement Services,
Inc. (2859); Sears Protection Company (1250); Sears Protection Company (PR) Inc. (4861); Sears Roebuck
Acceptance Corp. (0535); Sears, Roebuck de Puerto Rico, Inc. (3626); SYW Relay LLC (1870); Wally Labs LLC
(None); SHC Promotions LLC (9626); Big Beaver of Florida Development, LLC (None); California Builder
Appliances, Inc. (6327); Florida Builder Appliances, Inc. (9133); KBL Holding Inc. (1295); KLC, Inc. (0839);
Kmart of Michigan, Inc. (1696); Kmart of Washington LLC (8898); Kmart Stores of Illinois LLC (8897); Kmart
Stores of Texas LLC (8915); MyGofer LLC (5531); Sears Brands Business Unit Corporation (4658); Sears Holdings
Publishing Company, LLC. (5554); Sears Protection Company (Florida), L.L.C. (4239); SHC Desert Springs, LLC
(None); SOE, Inc. (9616); StarWest, LLC (5379); STI Merchandising, Inc. (0188); Troy Coolidge No. 13, LLC
(None); BlueLight.com, Inc. (7034); Sears Brands, L.L.C. (4664); Sears Buying Services, Inc. (6533); Kmart.com
LLC (9022); and Sears Brands Management Corporation (5365). The location of the Debtors’ corporate
headquarters is 3333 Beverly Road, Hoffman Estates, Illinois 60179.
WEIL:\96811297\3\73217.00044
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PLEASE TAKE NOTICE that beginning on October 15, 2018, and continuing
thereafter, each of the above-captioned debtors and debtors in possession (collectively, the
“Debtors”) filed a voluntary petition for relief under chapter 11 of title 11 of the United States
Code with the United States Bankruptcy Court for the Southern District of New York (the
“Court”).
PLEASE TAKE FURTHER NOTICE that on November 1, 2018, the Debtors
filed with the Court the Debtors’ Motion for Approval of Global Bidding Procedures (ECF No.
429) (the “Motion”).2
PLEASE TAKE FURTHER NOTICE that on November 19, 2018, the Court
entered the Order Approving Global Bidding Procedures and Granting Related Relief (ECF No.
816) (the “Order”) approving the relief requested in the Motion.
2
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms
in the Motion or Order, as applicable.
2
WEIL:\96811297\3\73217.00044
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PLEASE TAKE FURTHER NOTICE that, pursuant to the Order, the Debtors
hereby annex as Exhibit 1 a process letter identifying the Assets that will be available for sale in
connection with the sale of the Go Forward Stores, as well as a general description of the other
Assets available for sale in connection with the Global Bidding Procedures (which description
shall be subject to modification at any Auction).
Dated: November 21, 2018

New York, New York
/s/ Sunny Singh

WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Ray C. Schrock, P.C.
Jacqueline Marcus
Garrett A. Fail
Sunny Singh
Jessica Liou
Attorneys for Debtors

and Debtors in Possession
3
WEIL:\96811297\3\73217.00044
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Exhibit 1
Global Bidding Procedures Process Letter
WEIL:\96811297\3\73217.00044
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November [], 2018
Address Line 1
Address Line 2
Address Line 3
Address Line 4
Attn: [Primary Contact(s)]
Ladies and Gentlemen:
On behalf of Sears Holdings Corporation and its affiliated debtors and debtors in possession (collectively,
“Sears” or the “Company”), Lazard Frères & Co. LLC (“Lazard”) is pleased to invite you to submit a non-
binding indication of interest (an “Indicative Bid”) in connection with a possible acquisition of the
Company or certain assets pursuant to a sale under section 363 of the U.S. Bankruptcy Code or a chapter
11 plan (each, a “Transaction”). The Company is concurrently considering both going concern and
liquidation bids at this time pursuant to this process letter.
This letter sets forth the following information and guidelines with respect to submitting an Indicative Bid
only and is being furnished to you due to your expressed interest in a potential Transaction. Further
information regarding the global procedures established by the U.S. Bankruptcy Court to bid on the
Debtors’ assets can be found in the Global Bidding Procedures approved by the Bankruptcy Court.1
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Global
Bidding Procedures.
Lazard has been engaged as investment banker by Sears to advise on the Company’s ongoing restructuring
and potential sales of its assets in one or a series of Transactions. As such, the Company has requested
Lazard to solicit preliminary Indicative Bids for a Transaction to enable the Company to potentially identify
one or more parties (“Interested Parties”) to be invited to proceed with a more detailed due diligence review
and, thereafter, to submit a definitive offer (“Definitive Bid”) that may result in the execution of one or
more binding purchase agreements with the Company (each, a “Definitive Agreement”).
While it is the Company’s preference, all else being equal, to receive a combined bid for substantially all
of the Company and its assets, the Company is also soliciting Indicative Bids for less than substantially all
of the Company, whether based upon a going concern or liquidation.
With respect to going concern bids, the Company is soliciting Indicative Bids for a Transaction that
includes, but is not limited to, the following target businesses (each, individually, a “Target Business”) or
any combination of any assets comprising one or more of the Target Businesses:
1
See Global Bidding Procedures are annexed hereto as Attachment A.
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 Sears as a going concern (the contemplated go-forward retail footprint, (“Retail NewCo”),2 or
Retail NewCo together with substantially all assets and component businesses of Sears, such as
Sears Auto Centers, Monark, and Innovel,“Sears NewCo”);
 Sears Home Services (“SHS”), including the business unit PartsDirect (“PartsDirect”);
 SHS, excluding PartsDirect;
 PartsDirect (on a stand-alone basis); and/or
 Any of the underlying assets with respect to the Retail NewCo or SearsNewCo on a liquidation
basis.
The Company will have maximum flexibility in evaluating the Indicative Bids, including the ability to
accept a single bid or multiple partial bids for any assets or combinations of assets that the Company
determines to auction, at the direction of the Company’s Restructuring Committee.
With respect to liquidation bids, the Company is soliciting cash and non-cash consideration (e.g. equity,
hybrid, fee, debt, or designation rights) bids for part or all of the assets underlying the proposed Retail
NewCo footprint and/or Sears NewCo as part of this process.
We also note that the tax profile of the Company represents the potential for substantial future value, and
prospective bidders should take into account that an acquisition of the equity of the entire group pursuant
to a Chapter 11 plan, through an acquisition of Sears Holdings Corporation, is most likely to preserve this
potential value as part of the assets and value acquired.
The Company and its advisors will evaluate the Indicative Bids to inform the overall process, but also to
identify potential candidate(s) to engage in further negotiations and designate such party or parties as a
“stalking horse” (each, a “Stalking Horse Bidder”).
Please submit your Indicative Bid to the individuals listed below no later than 5:00 p.m. New York time
on December 5, 2018. Your Indicative Bid should be signed on behalf of your organization by a duly
authorized officer and should be submitted via email to:
Brandon Aebersold Levi Quaintance

Managing Director Vice President
Lazard Frères & Co. LLC Lazard Frères & Co. LLC
30 Rockefeller Plaza 30 Rockefeller Plaza
New York, NY 10112 New York, NY 10112
Tel: (212) 632-6479 Tel: (212) 632-6418
brandon.aebersold@lazard.com levi.quaintance@lazard.com
Indications of interest and bids relating solely to fee-owned real estate assets and/or real property leases
should be sent directly to the Company’s real estate advisor, Jones Lang LaSalle Incorporated (“JLL”).
2
The schedule of go-forward stores comprising Retail NewCo is annexed to the Global Bidding Procedures as
Schedule 1.
Page 2
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JLL may be reached at the following e-mail address: dispositionservices@am.jll.com. A process letter for
the Company’s real estate assets will be distributed separately.
Transaction Timeline and Key Milestones
With respect to timing for a Transaction, the following outlines the currently contemplated key deadlines
and other dates:
 Deadline for Indicative Bids, including both going concern and liquidation bids, for the Target
Businesses: 5:00 p.m. New York time on December 5, 2018
 Deadline for the Debtors to Designate a Stalking Horse Bidder for Retail NewCo and File a Sale
Notice of Same: December 15, 2018
 Deadline to Submit Definitive Bids, including both going concern and liquidation bids, for Retail
NewCo: 4:00 p.m. New York time on December 28, 2018
 Deadline to Notify Prospective Bidder if Definitive Bid for Retail NewCo is a Qualified Bid and
for Debtors to Announce Auction Packages: 4:00 p.m. New York time on January 4, 2019
 If Objection Received to Designated Retail NewCo Stalking Horse Bidder or if Credit Bid is
Submitted by an Affiliate or Insider, relevant Hearing Date: 10:00 a.m. New York time on
January 11, 2019
 Retail NewCo Auction Date: 10:00 a.m. New York time on January 14, 2019
 Target Date to Announce Retail NewCo Auction Results: January 16, 2019
 Retail NewCo Sale Hearing Date: 10:00 a.m. New York time on February 1, 2019
Although the dates above, with the exception of the Indicative Bid deadline, only apply to a bid for all or
part of the Retail NewCo, the Company may elect to proceed with a sale of other Target Businesses on a
similar timetable. Parties are permitted to submit, and the Company will consider, bids for the other Target
Businesses on this timeline or under an alternative timeline as permitted in accordance with the Global
Bidding Procedures.
Virtual Data Room, Q&A, Conference Calls, and Site Visits
i. Virtual Data Room: To facilitate your due diligence process, you will be, or have already been,
invited to access a virtual data room (“Virtual Data Room”) subject to the execution of a
confidentiality agreement with the Company (the “Confidentiality Agreement”). Please note that
all information available in the Virtual Data Room is and must be treated as confidential
information pursuant to the Confidentiality Agreement.
ii. Additional Diligence Requests: The Company and their advisors will work to accommodate all
reasonable requests for additional information and due diligence access from potential Interested
Parties. Please submit written questions or additional information requests to Lazard. We kindly
ask you list every information request or question individually, indicating those that are considered
to be high priority, and avoid duplicative information requests or questions.
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iii. Questions for Management or Subject Matter Experts: Requests for management conference calls
on specific topics (to address due diligence inquiries, respond to outstanding questions, or clarify
responses or information provided in the Virtual Data Room or otherwise) will be evaluated on a
case-by-case basis. You will be asked to submit questions or topics for conference calls in advance
to Lazard.
iv. Site Visit: Requests for a site visit to Company locations will be evaluated on a case-by-case basis.
All discussions regarding your Indicative Bid and the guidelines outlined herein should be directed to the
Lazard representatives. Under no circumstances should the Company, its employees, or employees of
its affiliates be contacted directly, unless otherwise approved in writing by the Company.
Terms and Conditions to Be Addressed in the Indicative Bid
Submitted Indicative Bids must comply with the below requirements to be considered:
i. Scope of Transaction: Describe the contemplated Transaction and provide a clear description of
the businesses and/or assets that you intend to acquire (and liabilities assumed, if applicable).
ii. Consideration: The total purchase price to be paid by you upon closing of a Transaction. Cash
consideration paid in full at closing is preferred; however, other forms of consideration will be
considered, including (i) credit bids, and/or (ii) other non-cash consideration (e.g., stock, seller-
financed debt, etc.).
iii. Other Value: If the value of the bid includes non-cash components, including contracts and leases
to be assumed and assigned, assumed liabilities, etc., the bid should include a detailed analysis of
the value and any back-up documentation to support such value.
iv. Required Approvals: Identify all required governmental/regulatory approvals and include a
statement that you will obtain all governmental/regulatory approvals required to purchase the
applicable assets and/or operate the applicable business.
v. Financial Wherewithal: State that you are financially capable of consummating the Transaction(s)
contemplated, including sufficient evidence to allow a determination of the same, and, if applicable,
provide information supporting your ability to provide adequate assurance of future performance,
including copies of any commitment letters.
vi. Allocation: Bid must include an allocation of value to various assets included in the Transaction.
For example, in an Indicative Bid for Sears NewCo, please include the allocation of value to Retail
NewCo and SHS.
vii. Advisors: Please include the identity of any outside advisors (e.g., legal, financial, accounting or
consultants) that you have engaged or would consider engaging to assist you in the Transaction,
indicating whether or not they have already been engaged.
viii. Contact Information: Your Indicative Bid must include a list of contacts (and contact information)
with whom Lazard can discuss your Indicative Bid, as well as any relevant contact information for
your advisors, if applicable.
ix. Other Information: Please include any other information that you would deem relevant for the
Company and its advisors to evaluate your Indicative Bid.
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Following the receipt of your Indicative Bid, the Company may notify you on or about December 7, 2018
that you have been invited to submit a Definitive Bid. The selection of Interested Parties will be determined
by the Company in accordance with the Global Bidding Procedures and the Company reserves the right to
reject any bidder from further due diligence and discussions of a Definitive Bid. Should you be selected to
participate in the Definitive Bid process, you will be provided with a form of purchase agreement.
Other Information
If you have executed or will execute a Confidentiality Agreement with the Company, its terms apply to the
process as outlined in this letter. As a result, pursuant to the terms and conditions of the Confidentiality
Agreement, you must keep all information received regarding the Company pursuant to the Confidentiality
Agreement, including your participation in the bidding process, strictly confidential.
Except as provided in the Global Bidding Procedures Order, the Company shall have the right, after
consulting with the DIP agents and the Creditors’ Committee, in a manner consistent with their fiduciary
duties and applicable law, to modify the procedures at any time, including: waive terms and conditions
with respect to any Interested Party, extend deadlines, announce at the auction modified or additional
procedures for conducting the auction and provide reasonable accommodations to any Interested Party with
respect to terms, conditions and deadlines of the bidding and auction process to promote further bids on
any assets.
Neither the Company nor Lazard nor any of the Company’s representatives makes any representation or
warranty, express or implied, as to the accuracy or completeness of any information provided to you or
your representatives by the Company or its representatives in connection with matters contemplated hereby.
Only those representations and warranties that may be made in a Definitive Agreement, when, as and if
executed and subject to such limitations and restrictions as may be specified therein, shall have any legal
effect, and you agree that if you determine to engage in a Transaction, such determination will be based
solely on the terms of such Definitive Agreement and on your own investigation, analysis and assessment
of a Transaction. Except as provided in any such Definitive Agreement, neither the Company nor any of
its representatives shall have any liability to you or your affiliates or representatives, resulting from the use
of, or reliance on, any information provided to you or your representatives. By submitting an Indicative
Bid, you acknowledge that you are relying solely on your own independent investigation and evaluation of
the Target Businesses and that you accept the terms of this letter. You will bear all costs and expenses
related to this process, your investigation and evaluation of the Target Businesses or that you otherwise
incur in connection with your evaluation of a Transaction, including, without limitation, the fees and
disbursements of your own legal counsel, agents and advisors, whether or not the Company proceeds with
your Indicative Bid.
On October 15, 2018 the Company and certain affiliated debtors filed voluntary petitions for relief under
chapter 11 of title 11 of the United States Code (the “U.S. Bankruptcy Code”) in the United States
Bankruptcy Court for the Southern District of New York. In the context of the Company’s bankruptcy
process, any Definitive Agreement that the Company may execute with you or others may be subject to
court approval under the applicable provisions of the U.S. Bankruptcy Code. The Company’s legal counsel,
Weil, Gotshal & Manges LLP, is available to discuss the U.S. bankruptcy process and any implications
thereof with respect to a Transaction.
On behalf of the Company, we appreciate your interest and look forward to working with you.
Very truly yours,

LAZARD FRÈRES & CO. LLC
Page 5
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Attachment A
Global Bidding Procedures

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------------------------x
In re :
: Chapter 11
SEARS HOLDINGS CORPORATION, et al., :
: Case No. 18-23538 (RDD)
:
1
Debtors. : (Jointly Administered)
----------------------------------------------------------------x
GLOBAL BIDDING PROCEDURES
The procedures set forth herein (the “Global Bidding Procedures”) will be employed in
connection with a sale or disposition of certain of the assets of Sears Holdings Corporation and
its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases
(collectively, the “Debtors”).
By the Debtors’ Motion for Approval of Global Bidding Procedures (the “Motion”), the
Debtors sought, among other things, approval of the Global Bidding Procedures for soliciting
bids for, conducting auctions (each, an “Auction”) of, and consummating sales (each, a “Sale
Transaction”) of their assets, as further described herein.
On November 19, 2018, the United States Bankruptcy Court for the Southern District of
New York (the “Bankruptcy Court”), entered the an order approving the Motion (ECF No.
816) (the “Global Bidding Procedures Order”).2
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are as follows: Sears Holdings Corporation (0798); Kmart Holding Corporation (3116); Kmart Operations
LLC (6546); Sears Operations LLC (4331); Sears, Roebuck and Co. (0680); ServiceLive Inc. (6774); SHC Licensed
Business LLC (3718); A&E Factory Service, LLC (6695); A&E Home Delivery, LLC (0205); A&E Lawn &
Garden, LLC (5028); A&E Signature Service, LLC (0204); FBA Holdings Inc. (6537); Innovel Solutions, Inc.
(7180); Kmart Corporation (9500); MaxServ, Inc. (7626); Private Brands, Ltd. (4022); Sears Development Co.
(6028); Sears Holdings Management Corporation (2148); Sears Home & Business Franchises, Inc. (6742); Sears
Home Improvement Products, Inc. (8591); Sears Insurance Services, L.L.C. (7182); Sears Procurement Services,
Inc. (2859); Sears Protection Company (1250); Sears Protection Company (PR) Inc. (4861); Sears Roebuck
Acceptance Corp. (0535); Sears, Roebuck de Puerto Rico, Inc. (3626); SYW Relay LLC (1870); Wally Labs LLC
(None); SHC Promotions LLC (9626); Big Beaver of Florida Development, LLC (None); California Builder
Appliances, Inc. (6327); Florida Builder Appliances, Inc. (9133); KBL Holding Inc. (1295); KLC, Inc. (0839);
Kmart of Michigan, Inc. (1696); Kmart of Washington LLC (8898); Kmart Stores of Illinois LLC (8897); Kmart
Stores of Texas LLC (8915); MyGofer LLC (5531); Sears Brands Business Unit Corporation (4658); Sears Holdings
Publishing Company, LLC. (5554); Sears Protection Company (Florida), L.L.C. (4239); SHC Desert Springs, LLC
(None); SOE, Inc. (9616); StarWest, LLC (5379); STI Merchandising, Inc. (0188); Troy Coolidge No. 13, LLC
(None); BlueLight.com, Inc. (7034); Sears Brands, L.L.C. (4664); Sears Buying Services, Inc. (6533); Kmart.com
LLC (9022); and Sears Brands Management Corporation (5365). The location of the Debtors’ corporate
headquarters is 3333 Beverly Road, Hoffman Estates, Illinois 60179.
2
All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the
Motion and the Global Bidding Procedures Order.
1
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To the extent that the Global Bidding Procedures require the Debtors to consult
with any Consultation Party in connection with making a determination or taking any action, or
in connection with any other matter related to the Global Bidding Procedures or at any Auction,
the Debtors shall do so in a regular and timely manner prior to making such determination or
taking such action.
I.
Description of the Assets
The Debtors are seeking to sell their stores and related assets identified on Schedule 1 (the “Go
Forward Stores”). A party who is interested in purchasing any of the Go Forward Stores may
submit a bid for all or some of the Go Forward Stores either on a going concern basis or on a
liquidation basis. The Debtors will announce by December 15, 2018 whether they have obtained
a Stalking Horse Bidder for the Go Forward Stores. Parties are also permitted to submit bids for,
and the Debtors will consider, in consultation with the Consultation Parties, any other Assets,
including bids for liquidation sales or any or all of the Assets, either together with or independent
from any bid for all or some of the Go Forward Stores by the Bid Deadline. Additional details
regarding the sale and auction process for the Go Forward Stores and any other assets for sale
will be contained in a process letter to be filed with the Court no later than November 21, 2018.
Any party interested in submitting a bid for any of the Debtors’ Assets should contact the
Debtors’ investment banker, Lazard Frères & Co., LLC, 30 Rockefeller Plaza, New York, New
York 10112 (Attn: Brandon Aebersold and Levi Quaintance (project.blue.rx@lazard.com)).
The sale of any real estate Assets will not be free and clear of (and shall not extinguish or
otherwise diminish) any interests, covenants, or rights applicable to such real estate assets or
rights that limit or condition the permitted use of the property such as easements, reciprocal
easement agreements, operating or redevelopment agreements, covenants, licenses, or permits
(collectively, “Restrictive Covenants”) unless (i) the counterparties to a Restrictive Covenant
agree otherwise or (ii) the Court so determines after specific notice that the Debtors are seeking
to sell an Asset free and clear of an identified Restrictive Covenant, an opportunity for
counterparties to object, and a hearing.
II.
Designation of Stalking Horse Bidders
To the extent the Debtors designate a Stalking Horse Bidder with respect to any of
the Assets, including the Go Forward Stores, which designation shall be after consultation with
the Consultation Parties, the Debtors shall promptly upon execution of a Stalking Horse
Agreement (and in no event more than one (1) calendar day following such execution) file a Sale
Notice setting forth the material terms of such Stalking Horse Agreement, including any Credit
Bid and Stalking Horse Bid Protections, and attaching the Stalking Horse Agreement and
proposed sale order.
i. Objections to Stalking Horse Agreement. Any objections to the

designation of a Stalking Horse Bidder or any other Stalking Horse Bid
Protection pursuant to the terms and provisions of a Stalking Horse
Agreement, including any Credit Bid or Termination Payment (each, a
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“Stalking Horse Designation Objection”) must (i) be in writing;

(ii) comply with the Bankruptcy Code, Bankruptcy Rules, and Local
Rules; (iii) state, with specificity, the legal and factual bases thereof; and
(iv) be filed with the Court and served on the Objection Recipients within
ten (10) calendar days after filing and service of the applicable Sale Notice
with respect to all assets other than the Go Forward Stores; provided that
if a designated Stalking Horse Bidder is an insider or affiliate of the
Debtors, parties in interest will have fourteen (14) calendar days after
filing and service of the applicable Sale Notice to file a Stalking Horse
Designation Objection. Parties in interest shall have until December 31,
2018, at 4:00 p.m. (Eastern Time) to object to the designation of a
Stalking Horse Bidder (including any Credit Bid or Stalking Horse Bid
Protection) with respect to the sale of the Go Forward Stores.
If a timely Stalking Horse Designation Objection is filed and served in

accordance with the preceding paragraph, the proposed Stalking Horse Bid
Protections, including any Termination Payment, provided for under such
agreement, shall not be approved until the Stalking Horse Designation
Objection is resolved, either consensually, by agreement of the objecting
party and the Debtors (after consulting with the Consultation Parties), or
by order of the Bankruptcy Court resolving such objection.
For the avoidance of doubt, any Stalking Horse Agreement shall not be
binding on the Debtors or their estates absent approval (or deemed
approval) by the Bankruptcy Court as set forth herein.
ii. Failure to File Timely Stalking Horse Designation Objection. If no timely

Stalking Horse Designation Objection is filed and served with respect to
an applicable Stalking Horse Agreement in accordance with the Global
Bidding Procedures, the Stalking Horse Bid Protections, including any
Termination Payment shall be deemed approved; provided that if an
affiliate or insider of the Debtors includes a Credit Bid for part or all of
their applicable Stalking Horse Bid, the Debtors will schedule a hearing
prior to the commencement of the Auction for determination of such
affiliate’s ability to Credit Bid, and such affiliate shall not be entitled to
Credit Bid at the Auction unless it has received an order of the Court
approving its ability to Credit Bid prior to the Auction. Notwithstanding
anything to the contrary herein, in the Motion or in the Global Bidding
Procedures, for the avoidance of doubt, any affiliate shall be entitled to
include a Credit Bid for all or part of its Stalking Horse Bid or Qualified
Bid to be submitted by the applicable Bid Deadline and a determination
that such Credit Bid constitutes a Qualified Bid may not be made absent
an order of the Court.
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III.
Important Dates and Deadlines
Assets Other Than Go Forward Stores
Within ten (10) days of Deadline to object to designation of a Stalking Horse Bidder
service of the Sale Notice and any Stalking Horse Bid Protections offered to a party that is
not an insider or affiliate (including any Credit Bid or
Termination Payment)
Within fourteen (14) days Deadline to object to designation of Stalking Horse Bidder and
of service of the Sale any Stalking Horse Bid Protection offered to an insider or
Notice affiliate (including any Credit Bid or Termination Payment)
Within fourteen (14) days Deadline to object to (i) the Debtors’ proposed Cure Costs for
of service of the Proposed Assumed Contracts in an applicable Stalking Horse
Assumption and Package and (ii) the assumption of and assignment to a Stalking
Assignment Notice and Horse Bidder(s) of any Proposed Assumed Contracts or any
Adequate Assurance Contracts or Leases that may later be designated by a Stalking
Information for Stalking Horse Bidder for assumption and assignment
Horse Bidder, as
applicable
No earlier than twenty (20) Bid Deadline
days following service of
the Sale Notice
Subject to Court Hearing on Stalking Horse Bidder Objections or Qualification
Availability of Affiliate/Insider Credit Bid
Within five (5) days of the Deadline for the Debtors to notify Prospective Bidders of their
Bid Deadline or Court status as Qualified Bidders and announcement of Auction
determination Packages
Not less than twenty-five Auction
(25) days following service
of the Sale Notice
Within two (2) days of the Target date for the Debtors to file with the Bankruptcy Court
conclusion of the Auction the Notice of Auction Results and to provide applicable
Counterparties with Adequate Assurance Information for the
Successful Bidders if different than Stalking Horse Bidders
Ten (10) days following Deadline to object to (i) the proposed Sale Transaction(s) for
the filing of Notice of Successful Bidders (including Stalking Horse Bidders),
Auction Results and (ii) Debtors’ proposed Cure Costs for Proposed Assumed
service of the Adequate Contracts not already included in an applicable Assumption and
Assurance Information Assignment Notice, (iii) the assumption of and assignment to a
Successful Bidder(s) (including a Stalking Horse Bidder) of any
Proposed Assumed Contracts or any Contracts or Leases that
may later be designated by such Successful Bidder(s) for
assumption and assignment, and (iv) the conduct of the Auction
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Within five (5) days of the Proposed date of Sale Hearing (subject to the availability of the
deadline to file Sale Court)
Objections
IV.
Important Dates and Deadlines
Go Forward Stores
November 15, 2018 at Hearing to consider approval of Global Bidding Procedures and
10:00 a.m. (ET) entry of Global Bidding Procedures Order
December 5, 2018 Deadline to Submit Non-Binding Indication of Interest
December 15, 2018 Deadline for the Debtors to designate Stalking Horse Bidder for
Go Forward Stores and file a Sale Notice with respect to the Go
Forward Stores designating a Stalking Horse Bidder
December 28, 2018 Bid Deadline for Go Forward Stores
at 4:00 p.m. (ET)
December 31, 2018 Deadline to object to the designation of a Stalking Horse Bidder
at 4:00 p.m. (ET) and any Stalking Horse Bid Protections offered for the Go
Forward Stores (including any Credit Bid or Termination
Payment)
The later of (i) fourteen Deadline to object to (i) proposed Cure Costs for Proposed
(14) calendar days after Assumed Contracts in a Stalking Horse Bid for the Go Forward
service of the Assumption Stores and (ii) Adequate Assurance Information for Stalking
and Assignment Notice Horse Bidder for Go Forward Stores
and (y) January 7, 2019
January 4, 2019 Deadline for the Debtors to notify Prospective Bidders of their
at 4:00 p.m. (ET) status as Qualified Bidders and announcement of Auction
Packages
January 11, 2019 Hearing on Stalking Horse Designation Objections and on
at 10:00 a.m. (ET) objections to the qualification of any Credit Bid by affiliate or
insider, if necessary
January 14, 2019 Auction for Go Forward Stores to be conducted at the offices of
at 10:00 a.m. (ET) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York,
New York 10153
January 16, 2019 Target date for the Debtors to file with the Bankruptcy Court
the Notice of Auction Results and to provide the applicable
Counterparty with Adequate Assurance Information for the
Successful Bidder if different than the Stalking Horse Bidder
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The later of (i) January 24, Deadline to object to (i) the proposed Sale Transaction for a
2019 at 4:00 p.m. (ET) and Successful Bidder (including a Stalking Horse Bidder),
(ii) eight (8) days of the (ii) Debtors’ proposed Cure Costs for Proposed Assumed
filing of the Notice of Contracts not included in any Stalking Horse Bid, (iii) the
Auction Results and assumption of and assignment to a Successful Bidder that is not
service of the Adequate a Stalking Horse Bidder of any Proposed Assumed Contracts or
Assurance Information any Contracts or Leases that may later be designated by such
Successful Bidder for assumption and assignment, and (iv)
conduct of the Auction
January 29, 2019 Debtors’ Deadline to Reply to Sale Objections
at 4:00 p.m. (ET) or two
(2) days prior to the
Hearing Date
February 1, 2019 Sale Hearing
at 10:00 a.m. (ET)
V.
Noticing
A. Consultation Parties
Throughout the sale process, the Debtors and their advisors will regularly and timely
consult with the following parties (collectively, the “Consultation Parties”):
i. Bank of America, N.A., in its capacity as the administrative agent under the First
Lien Credit Facility and DIP ABL Agent and its advisors, including Skadden,
Arps, Slate, Meagher & Flom LLP; and Berkeley Research Group, LLC;
ii. Wells Fargo Bank, National Association, in its capacity as Co-Collateral Agent
under the First Lien Credit Facility and Co-Collateral Agent under the DIP ABL
Facility (as defined in the DIP ABL Orders) (together with Bank of America,
N.A., the “DIP ABL Agents”) and its advisors, including Choate, Hall & Stewart
LLP; and
iii. the official committee of unsecured creditors appointed in the Debtors’ chapter 11
cases (the “Creditors’ Committee”) and its advisors, including Akin Gump
Strauss Hauer & Feld LLP.
The Debtors shall promptly provide copies of all bids and non-binding indications of
interest received by the Debtors to the Consultation Parties, but in no event later than the next
calendar day after such bid is received; provided that the Consultation Parties must treat such
bids and any related information as confidential and shall not publicly disclose such information
without the written consent of the Debtors and the applicable bidder; provided, further that any
bids by an insider or affiliate must be provided to the Consultation Parties at the same time such
bids are provided to the Debtors.
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The Debtors shall not consult with or provide copies of bids regarding any assets to any
Consultation Party or any insider or affiliate of the Debtors pursuant to the terms of these Global
Bidding Procedures if such party has a bid for the Assets pending, or expressed any written
interest in bidding for any of the Assets; provided, however, that if such Consultation Party or
insider or affiliate of the Debtors chooses not to submit any bid, then such party may receive
copies of all bids following expiration of the latest possible Bid Deadline (as such Bid Deadline
may be extended hereunder). Notwithstanding the foregoing, if a member of the Creditors’
Committee submits a Qualified Bid (as hereinafter defined), the Creditors’ Committee will
maintain its consultation rights as a Consultation Party; provided that the Creditors’ Committee
shall exclude such member from any discussions or deliberations regarding a transaction
involving the applicable Assets, and shall not provide any confidential information regarding the
Assets or a transaction involving the Assets to the bidding committee member.
For the avoidance of doubt, any consultation rights afforded to the Consultation Parties
by these Global Bidding Procedures shall not limit the Debtors’ discretion in any way and shall
not include the right to veto any decision made by the Debtors in the exercise of their reasonable
business judgment. Rights that Consultation Parties may have pursuant to the terms of other
agreements or orders of the Court shall not be affected by these Global Bidding Procedures or
the Global Bidding Procedures Order.
B. Bid Notice Parties
Qualified Bids must be submitted in writing to the following parties (collectively, the
“Bid Notice Parties”):
i. the Debtors (Attn: Rob Riecker (rob.riecker@searshc.com); Luke Valentino

(luke.valentino@searshc.com); and Mohsin Meghji
(mmeghji@miiipartners.com));
ii. counsel to the Debtors, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
York, New York 10153 (Attn: Ray C. Schrock, P.C. (ray.schrock@weil.com);
Jacqueline Marcus, Esq. (jacqueline.marcus@weil.com); Garrett A. Fail, Esq.
(garrett.fail@weil.com); and Sunny Singh, Esq. (sunny.singh@weil.com));
iii. the Debtors’ investment banker, Lazard Frères & Co., LLC, 30 Rockefeller Plaza,
New York, New York 10112 (Attn: Brandon Aebersold and Levi Quaintance
(project.blue.rx@lazard.com)); and
iv. to the extent such bid is submitted by an insider or affiliate of the Debtors, each of
the Consultation Parties.
C. Sale Notice Parties
The “Sale Notice Parties” shall include the following persons and entities:
i. the Consultation Parties (as applicable);
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ii. the Standard Parties (as defined in the Amended Order Implementing Certain
Notice and Case Management Procedures (ECF No. 405));
iii. any governmental authority known to have a claim against the Debtors in these
chapter 11 cases;
iv. all applicable federal, state, and local taxing and regulatory authorities, including
the Internal Revenue Service;
v. all environmental authorities having jurisdiction over any of the Assets, including
the Environmental Protection Agency;
vi. the United States Attorney General;
vii. the United States Attorney for the Southern District of New York;
viii. the Office of the Attorney General and Office of the Secretary of State in each
state in which the Debtors operate;
ix. the Antitrust Division of the United States Department of Justice;
x. the Federal Trade Commission;
xi. Cardtronics USA, Inc.;
xii. all entities known or reasonably believed to have asserted a lien, encumbrance,
claim or other interest in any of the assets offered for sale;
xiii. all Counterparties to Contracts and Leases (including any reciprocal easement
agreements) that could be assumed or rejected in connection with a Sale
Transaction and any additional Contracts or Leases that may be designated for
assumption and assignment;
xiv. all persons and entities known by the Debtors to have expressed an interest to the
Debtors in a transaction involving any material portion of the Assets during the
past twelve (12) months, including any person or entity that has submitted a bid
for any material portion of the Assets;
xv. any consumer privacy ombudsman appointed under section 332 of the Bankruptcy
Code;
xvi. all of the persons and entities entitled to notice pursuant to Rule 2002 of the
Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); and
xvii. all other persons and entities as directed by the Bankruptcy Court.
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Within one (1) calendar day after the (a) execution of any Stalking Horse Agreement,
including with respect to the Go Forward Stores and (b) determination by the Debtors to auction
an asset without a Stalking Horse Bidder, the Debtors shall file with the Bankruptcy Court, serve
on the Sale Notice Parties, and cause to be published on the Prime Clerk Website a notice (the
“Sale Notice”), setting forth (i) a complete list and general description of the Assets (subject to
modification at any Auction); (ii) the date, time, and place of the (x) Auction and (y) Sale
Hearing; (z) Sale Objection Deadlines; and (aa) the procedures for objecting to the proposed Sale
Transaction(s)
As soon as reasonably practicable following, but no later than five (5) business days after
the execution of a Stalking Horse Agreement with respect to the Go Forward Stores, the Debtors
shall cause the information contained in the Sale Notice to be published once in at least one
national publication.
D. Objection Recipients
Sale Objections shall be filed with the Bankruptcy Court and served on the following
parties (collectively, the “Objection Recipients”): (i) the Bid Notice Parties; (ii) the
Consultation Parties; and (iii) counsel to the relevant Stalking Horse Bidder, if applicable, or
Successful Bidder (as hereinafter defined) at the applicable Auction by no later than (a) with
respect to the sale of the Go Forward Stores to a Successful Bidder, including a Stalking Horse
Bidder, the later of (x) January 24, 2019 at 4:00 p.m. (Eastern Time) and (y) eight (8) days
after the filing of the Notice of Auction Results and service of the Adequate Assurance
Information and (b) with respect to the sale of all other Assets, including a sale to an applicable
Stalking Horse Bidder, within ten (10) days of the filing of the Notice of Auction Results and
service of the Adequate Assurance Information (the “Sale Objection Deadline”); provided that,
the Debtors may extend the Sale Objection Deadline, as the Debtors deem appropriate in the
exercise of their reasonable business judgment after consultation with the Consultation Parties.
E. Notices Regarding Assumption and Assignment
The Debtors shall provide all notices regarding the proposed assumption, assignment, and
designation of Contracts and Leases in accordance with the Global Bidding Procedures Order
VI.
Bidder Qualifications
Each person or entity that desires to participate in any Auction (each, a “Prospective
Bidder”) as determined by the Debtors, after consultation with the Consultation Parties, shall
satisfy each of the following eligibility requirements:
A. Due Diligence
To be eligible to participate in an Auction, a Prospective Bidder must first execute a

confidentiality agreement, in form and substance satisfactory to the Debtors. Upon execution of
a valid confidentiality agreement, any Prospective Bidder identified by the Debtors, after
consultation with the Consultation Parties, to be reasonably likely to be a Qualified Bidder (as
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hereinafter defined) that wishes to conduct due diligence on the Assets may be granted access to
confidential information regarding the same, including an information package containing
information and financial data with respect to the applicable Assets and access to a data room
(the “Data Room”) with confidential electronic data concerning the Assets. If the Debtors, after
consultation with the Consultation Parties, determine that a Prospective Bidder does not qualify
as a Qualified Bidder, the Prospective Bidder shall not be entitled to access to the Data Room or
receive additional non-public information regarding the Debtors’ businesses, the Assets, or the
sale process.
Promptly upon a Prospective Bidder entering into a confidentiality agreement, but in any
event no later than the next calendar day following such event, the Debtors will notify each of
the Consultation Parties and provide to such Consultation Parties copies of such executed
confidentiality agreements.
The Debtors will work to accommodate all reasonable requests for additional information
and due diligence access from Prospective Bidders. All due diligence requests shall be directed
to the Debtors’ investment banker, Lazard Frères & Co., LLC, 30 Rockefeller Plaza, New York,
New York 10112 (Attn: Brandon Aebersold and Levi Quaintance (project.blue.rx@lazard.com)).
B. Non-Binding Indication of Interest Date for Go Forward Stores
If you are interested in purchasing any of the Go Forward Stores, whether

individually, in combination, or in connection with a Stalking Horse Store Package, you are
encouraged contact the Debtors’ advisors by December 5, 2018 (the “Non-Binding Indication
of Interest Date”), in writing expressing your interest and identifying the Assets in which you
are expressing such interest to Lazard Frères & Co., LLC, 30 Rockefeller Plaza, New York, New
York 10112 (Attn: Brandon Aebersold and Levi Quaintance (project.blue.rx@lazard.com))
Note that submitting an indication of interest by the Non-Binding Indication of Interest Date
does not obligate you to submit a formal bid or to participate in the sale process and does not
exempt you from also having to submit a Qualified Bid by the applicable Bid Deadline (defined
below) in order to participate in any subsequent Auction for the Assets on which you are
indicating an interest, all as described below.
C. Bid Deadline
Any Prospective Bidder that intends to participate in an Auction must submit a Qualified
Bid (as hereinafter defined) on or before December 28, 2018, at 4:00 p.m. (Eastern Time) with
respect to the Go Forward Stores and within twenty (20) days of service of the applicable Sale
Notice with respect to all other Assets (each, a “Bid Deadline”) in writing to the Bid Notice
Parties.
The Debtors may, in consultation with the Consultation Parties and consistent with the
terms of the DIP ABL Documents (as defined in the DIP ABL Orders), extend a Bid Deadline
for any reason whatsoever, in their reasonable business judgment, for all or certain Prospective
Bidders. For the avoidance of doubt, any such extension shall not affect any applicable
milestones under the DIP ABL Orders.
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D. Qualified Bid Requirements
To qualify as a “Qualified Bid,” a bid must (i) be a Stalking Horse Bid, or (ii) be in
writing and determined by the Debtors, after consultation with the Consultation Parties, to satisfy
the following requirements:
1. Identification of Bidder. A Qualified Bid must fully disclose the legal

identity of each person or entity bidding for the Assets or otherwise
participating in the Auction in connection with such bid (including any
equity holders or other financial backers, if the Prospective Bidder is an
entity formed for the purpose of submitting bids or consummating a Sale
Transaction), and the complete terms of any such participation, and must
also disclose any connections, arrangements, or agreements, whether oral
or written, with the Debtors, any other known Prospective Bidder or
Qualified Bidder, and/or any officer or director of the foregoing.
2. Proposed APA. A Qualified Bid must include an executed asset purchase

agreement (the “Proposed APA”) with a redline marked to show any
proposed amendments and modifications to the Stalking Horse Agreement
(if any).
3. Purchased Assets. A Qualified Bid must clearly identify the following:
a. the Assets to be purchased, including any Contracts and Leases of

the Debtors that would be assumed and assigned in connection
with the proposed Sale Transaction (all such Contracts and Leases,
the “Proposed Assumed Contracts”);
b. with respect to a bid for multiple Assets, the allocation of value in

U.S. dollars that the Prospective Bidder associates with each Asset
(or group of Assets if such bid is conditioned upon the purchase of
all Assets in such group), including a description of any significant
assumptions on which such valuation is based;
c. the liabilities, if any, to be assumed, including any debt to be

assumed; and
d. the Credit Bid or Landlord Bid (each as hereinafter defined), or

non-cash consideration, if applicable, and/or the cash purchase
price of the bid.
4. Form of Consideration.
a. Credit Bidding. Persons or entities holding a perfected security

interest in Assets may seek to Credit Bid, to the extent permitted
by applicable law and the documentation governing the Debtors’
prepetition credit facilities; provided that if an affiliate or insider of
the Debtors includes a Credit Bid for part or all of their applicable
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Stalking Horse Bid, the Debtors will schedule a hearing prior to the
commencement of the Auction for determination of such affiliate’s
ability to Credit Bid, and such affiliate shall not be entitled to
Credit Bid at the Auction unless it has received an order of the
Court approving its ability to Credit Bid prior to the Auction and
compliant with the DIP ABL Orders. Each of the DIP ABL
Agents shall be deemed a Qualified Bidder and shall be entitled to
Credit Bid all or a portion of its respective DIP ABL Obligations
or Prepetition ABL Obligations (each as defined in the DIP ABL
Orders) as applicable, in accordance with section 363(k) of the
Bankruptcy Code.
Notwithstanding anything to the contrary herein, in the Motion or

in the Global Bidding Procedures, for the avoidance of doubt, any
affiliate shall be entitled to include a Credit Bid for all or part of its
Stalking Horse Bid or Qualified Bid to be submitted by the
applicable Bid Deadline and a determination that such Credit Bid
constitutes a Qualified Bid may not be made absent an order of the
Court.
b. Landlord Bid. Subject to the Debtors’ discretion to consider such

bids, any bid submitted by a landlord for the purchase of one of
more of such landlord’s own Leases (each such bid, a “Landlord
Bid”) may include a purchase price comprised of a (i) cash
component, and (ii) a non-cash component that represents a valid
and undisputed “credit” for any unpaid amounts validly due under
such Lease (a “Landlord Credit”) to reduce the cash
consideration for the applicable Lease, but not the Good Faith
Deposit (as hereinafter defined) required.
c. Other Non-Cash Consideration. Subject to the Debtors’ discretion

to consider such bids, in consultation with the Consultation Parties,
a bid may be in the form of or include non-cash consideration such
as stock or debt securities.
d. Cash Requirements. All bids must provide sufficient cash

consideration for the payment of any applicable Termination
Payment in cash in full. Any Credit Bid must include a cash
component sufficient to pay any applicable Termination Payment
and all obligations secured by senior liens on the applicable Assets.
5. Good Faith Deposit. Other than bids that are comprised entirely of a
Credit Bid or a Landlord Bid (as permitted hereunder), a Qualified Bid
must be accompanied by a “Good Faith Deposit” in the form of cash in
the amount equal to at least ten percent (10%) of the cash portion of the
proposed purchase price. A Good Faith Deposit is required for any bid
that includes a cash component, including any bid that is part cash and part
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Credit Bid or Landlord Bid. The Debtors may require a higher Good Faith
Deposit in their discretion, after consultation with the Consultation Parties,
as necessary to protect the interests of their estates or to maximize value.
Good Faith Deposits shall be deposited prior to the Bid Deadline, with an
escrow agent selected by the Debtors (the “Escrow Agent”), pursuant to
the escrow agreement to be provided by the Debtors to Prospective
Bidders, and Qualified Bidders shall provide information reasonably
requested by the Escrow Agent to establish the deposit, including KYC
information. All Good Faith Deposits shall be held in escrow until no
later than ten (10) days after the conclusion of the Auction (except for the
Good Faith Deposits of the Successful Bidder(s) and Back-Up Bidder(s)),
and thereafter returned to the respective bidders in accordance with the
provisions of Part IX of these Global Bidding Procedures.
To the extent that a bid is modified at or prior to the Auction, the bidder
must adjust its Good Faith Deposit so that it equals no less than the
required deposit to purchase the applicable Assets.
6. Financial Information. A Qualified Bid must include the following:
a. a statement that the Prospective Bidder is financially capable of

consummating the Sale Transaction(s) contemplated by the
Proposed APA;
b. if applicable, and except for a Landlord Bid, information

supporting the Prospective Bidder’s (or any other proposed
assignee’s) ability to comply with the requirement to provide
adequate assurance of future performance under Bankruptcy Code
section 365(f)(2)(B) and, if applicable, Bankruptcy Code section
365(b)(3), including (i) the Prospective Bidder’s financial
wherewithal and willingness to perform under Proposed Assumed
Contracts and any other Contracts and Leases that may later be
designated by the Prospective Bidder (if named a Successful
Bidder) for assumption and assignment in connection with a Sale
Transaction; and (ii) the identity of any known proposed assignee
of applicable Contracts or Leases (if different from the Prospective
Bidder) with contact information for such person or entity (such
information, “Adequate Assurance Information”). The
Adequate Assurance Information may, but shall not be required to
include (a) a corporate organizational chart or similar disclosure
identifying ownership and control of the proposed assignee of
applicable Contracts and Leases; (b) financial statements, tax
returns, and annual reports, (c) any financial projections,
calculations, and/or financial pro-formas prepared in
contemplation of purchasing leases, (d) the number of stores the
proposed assignee operates and al trade names that the proposed
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assignee uses, (e) the proposed assignee’s intended use of the

leased premises, (f) the proposed assignee’s experience in retail
and in operating in-line and/or anchor stores in a shopping center;
and (g) a contact person for the proposed assignee; and
c. sufficient evidence, as reasonably determined by the Debtors, to

allow the Debtors, in consultation with the Consultation Parties, to
determine that the Prospective Bidder has, or can obtain, the
financial wherewithal to consummate the Sale Transactions
contemplated in the Prospective Bidder’s Proposed APA in a
timely manner, including copies of any commitment letters.
7. Representations and Warranties. A Qualified Bid must include the

following representations and warranties:
a. a statement that the Prospective Bidder has had an opportunity to

conduct any and all due diligence regarding the applicable Assets
prior to submitting its bid;
b. a statement that the Prospective Bidder has relied solely upon its
own independent review, investigation, and/or inspection of any
relevant documents and the Assets in making its bid and did not
rely on any written or oral statements, representations, promises,
warranties, or guaranties whatsoever, whether express or implied,
by operation of law or otherwise, regarding the Assets or the
completeness of any information provided in connection
therewith, except as expressly stated in the representations and
warranties contained in the Prospective Bidder’s Proposed APA
ultimately accepted and executed by the Debtors; and
c. a statement that it has not engaged in any collusion with respect to

the submission of its bid.
8. Required Approvals. A Qualified Bid must include a statement or

evidence (i) that the Prospective Bidder has made or will make in a timely
manner all necessary filings under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (“HSR Filings”), as amended, if applicable,
and pay the fees associated with such filings; and (ii) identifying all
required governmental and regulatory approvals and an explanation and/or
evidence of the Prospective Bidder’s plan and ability to obtain all
governmental and regulatory approvals required from and after closing an
applicable Sale Transaction and the proposed timing for the Prospective
Bidder to undertake the actions required to obtain such approvals. A
Prospective Bidder further agrees that its legal counsel will coordinate in
good faith with the Debtors’ legal counsel to discuss and explain the
Prospective Bidder’s regulatory analysis, strategy, and timeline for
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securing all such approvals as soon as reasonably practicable, and in no

event later than the time period contemplated in the Proposed APA.
9. Authorization. A Qualified Bid must include evidence of corporate

authorization and approval from the Prospective Bidder’s board of
directors (or comparable governing body) with respect to the submission,
execution, and delivery of a bid, participation in the Auction, and closing
of the transactions contemplated by the Prospective Bidder’s Proposed
APA in accordance with the terms of the bid and these Global Bidding
Procedures.
10. Other Requirements. A Qualified Bid shall
a. expressly state that the Prospective Bidder agrees to serve as a

back-up bidder (a “Back-Up Bidder”) if such bidder’s Qualified
Bid is selected as the next highest or next best bid after the
Successful Bid (as hereinafter defined) with respect to the
applicable Assets;
b. state that the bid is formal, binding, and unconditional (except as

set forth in an applicable asset purchase agreement ultimately
executed by the Debtors); is not subject to any further due
diligence; and is irrevocable until the first business day following
the close of a Sale Transaction for the applicable Assets;
c. with the exception of any Stalking Horse Bid, expressly state and
acknowledge that the Prospective Bidder shall not be entitled to
any break-up fee, expense reimbursement, or other bid protection
in connection with the submission of a bid for the Assets or
otherwise participating in the Auction or sale process, unless
otherwise granted by the Debtors, in consultation with the
Consultation Parties, in accordance with these Global Bidding
Procedures and approved by the Bankruptcy Court;
d. expressly waive any claim or right to assert any substantial

contribution administrative expense claim under section 503(b) of
the Bankruptcy Code in connection with bidding for the Assets
and/or participating in the Auction;
e. not contain any financing or diligence contingencies of any kind;
f. be reasonably likely (based on antitrust or other regulatory issues,

experience, and other considerations) to be consummated, if
selected as the Successful Bid, within a time frame acceptable to
the Debtors in consultation with the Consultation Parties;
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g. a covenant to cooperate with the Debtors to provide pertinent

factual information regarding the Prospective Bidder’s operations
reasonably required to analyze issues arising with respect to any
applicable antitrust laws and other applicable regulatory
requirements;
h. include contact information for the specific person(s) the Debtors

should contact in the event they have questions about the
Prospective Bidder’s bid; and
i. a covenant to comply with the terms of the Global Bidding

Procedures and the Global Bidding Procedures Order.
For the avoidance of doubt, a Stalking Horse Bid is a Qualified Bid that complies with or
is exempted from the foregoing requirements.
Notwithstanding the foregoing or anything contained in these Global Bidding Procedures

to the contrary, the Debtors reserve the right to, in consultation with the Consultation Parties,
consider Landlord Bids (and any bid for less than all of the Assets in a Stalking Horse Bid, each
such bid, a “Partial Bid,” that include Landlord Bids). A Landlord Bid may qualify as a
Qualified Bid if such bid complies with the Qualified Bid requirements set forth in Paragraphs 1,
4(b), 6, 7, 9, and 10 of this Section VI.C. For the avoidance of doubt, Landlord Bids shall not be
required to include any Adequate Assurance Information with respect to the bidding landlord’s
ability to perform under its own Lease.
D. Qualified Bidders
A bid received for the Assets that is determined by the Debtors, in consultation with the
Consultation Parties, to meet the requirements set forth in Section VI. C above will be
considered a “Qualified Bid,” and any bidder that submits a Qualified Bid (including any
Stalking Horse Bid) will be considered a “Qualified Bidder.”
The Debtors may, after consulting with the Consultation Parties, amend or waive the
conditions precedent to being a Qualified Bidder at any time, in their reasonable business
judgment and in consultation with the Consultation Parties, in a manner consistent with their
fiduciary duties and applicable law (as reasonably determined in good faith by the Debtors in
consultation with their outside legal counsel).
VII.
Bid Review Process
The Debtors will evaluate timely bids, at the direction of the Restructuring
Committee and in regular and timely consultation with the Consultation Parties and, may, based
upon their evaluation of the content of each bid, engage in negotiations with Prospective Bidders
who submitted bids, as the Debtors deem appropriate, in their reasonable business judgment, and
in a manner consistent with their fiduciary duties and applicable law. In evaluating the bids, the
Debtors may take into consideration the following non-binding factors:
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1. the amount of the purchase price and Credit Bid, Landlord Credit, and/or
other non-cash consideration, as applicable, set forth in the bid;
2. the Assets included in or excluded from the bid, including any Proposed
Assumed Contracts;
3. the value to be provided to the Debtors under the bid, including the net
economic effect upon the Debtors’ estates, taking into account any
Stalking Horse Bidder’s rights to any Termination Payment;
4. any benefit to the Debtors’ bankruptcy estates from any assumption of

liabilities or waiver of liabilities, including the release or replacement of
letters of credit;
5. the transaction structure and execution risk, including conditions to,

timing of, and certainty of closing; termination provisions; availability of
financing and financial wherewithal to meet all commitments; and
required governmental or other approvals;
6. the impact on employees and employee claims against the Debtors;
7. the impact on trade creditors and landlords; and
8. any other factors the Debtors may reasonably deem relevant consistent
with their fiduciary duties.
The Debtors, after consultation with the Consultation Parties, will make a determination
regarding which bids qualify as a Qualified Bids, and will notify Prospective Bidders whether
they have been selected as Qualified Bidders by no later than January 4, 2019 with respect to
the Go Forward Stores and within five (5) days of the applicable Bid Deadline with respect to the
all other Assets.
The Debtors reserve the right, in consultation with the Consultation Parties, to work with
any Prospective Bidder in advance of the Auction to cure any deficiencies in a bid that is not
initially deemed a Qualified Bid. The Debtors, at the direction of the Restructuring Committee
and after consultation with the Consultation Parties, may accept a single bid or multiple Partial
Bids for non-overlapping Assets such that, if taken together, would otherwise meet the standards
for a single Qualified Bid as to any Assets or combinations of Assets that the Debtors determine
to auction (in which event those multiple bidders shall be treated as a single Qualified Bidder for
purposes of the Auction). Without the prior written consent of the Debtors, after consulting with
the Consultation Parties, a Qualified Bidder may not modify, amend, or withdraw its Qualified
Bid, except for proposed amendments to increase the purchase price or otherwise improve the
terms of the Qualified Bid.
At the direction of the Restructuring Committee, and after consultation with the
Consultation Parties, the Debtors shall make a determination regarding the following:
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(A) the Assets and/or any combination of the Assets to be auctioned by the
Debtors, which may include any individual Assets or combinations of
Assets, including any Stalking Horse Package (each group of Assets, an
“Auction Package”);
(B) the highest or best Qualified Bid (or collection of Partial Bids comprising
one Qualified Bid) for each Auction Package (each, a “Baseline Bid” and,
such bidder or group of bidders, a “Baseline Bidder”) to serve as the
starting point at the Auction for such Auction Package; and
(C) which bids have been determined to be Qualified Bids and the Auction
Package applicable to such Qualified Bid; provided that the Debtors may
permit a Qualified Bidder to bid on more than one Auction Package.
As soon as practicable, but in no event later than the next calendar day, the Debtors will
provide copies of each Baseline Bid to the Consultation Parties. The Debtors will consult with
the Consultation Parties regarding the designation of Baseline Bids and advise the Consultation
Parties of the designated Baseline Bids within one (1) calendar day of the Debtors’ determination
of Baseline Bids.
VIII.
Auctions
With respect to any Stalking Horse Package, if no Qualified Bid other than the applicable
Stalking Horse Bid is received by the Bid Deadline, the Debtors will not conduct an Auction for
the Stalking Horse Package and shall file with the Bankruptcy Court, serve on the Sale Notice
Parties, and cause to be published on the Prime Clerk Website a notice indicating that the
Auction for the Stalking Horse Package has been canceled and that the Stalking Horse Bidder is
the Successful Bidder with respect to the Stalking Horse Package, and setting forth the date and
time of the applicable Sale Hearing.
With respect to Assets not included in any Stalking Horse Package, if only one Qualified
Bid is received in respect of such assets by the applicable Bid Deadline, the Debtors may, upon
direction from the Restructuring Committee and in consultation with the Consultation Parties,
determine to consummate a Sale Transaction with the applicable Qualified Bidder (without
conducting an Auction for the applicable Assets) and shall file with the Bankruptcy Court, serve
on the Sale Notice Parties, and cause to be published on the Prime Clerk Website a notice
identifying the Qualified Bidder and setting forth the terms of the Qualified Bid and the date and
time of the applicable Sale Hearing.
Nothing herein shall obligate the Debtors to consummate or pursue any transaction
with respect to any Asset.
An Auction, if any, will be conducted at the offices of Weil, Gotshal & Manges, LLP,
767 Fifth Avenue, New York, New York 10153 on January 14, 2018, at 10:00 a.m. (Eastern
Time) with respect to the Go Forward Stores and not less than twenty-five (25) days following
service of the applicable Sale Notice with respect to all other Assets at a location to be
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announced, or at such other time and location as designated by the Debtors, consistent with the
terms of the DIP ABL Documents, in consultation with the Consultation Parties and providing
notice to the Sale Notice Parties. If held, the proceedings of an Auction will be transcribed and/or
video recorded.
A. Participants and Attendees
Only Qualified Bidders are eligible to participate in the applicable Auction, subject to
other limitations as may be reasonably imposed by the Debtors in accordance with these Global
Bidding Procedures. Qualified Bidders participating in an Auction must appear in person at the
Auction, or through a duly authorized representative. Auctions will be conducted openly, and
the Consultation Parties, their professional advisors, and all creditors will be permitted to attend;
provided that the Debtors may, in their reasonable business judgment, and after consultation with
the Consultation Parties, establish a reasonable limit on the number of representatives and/or
professional advisors that may appear on behalf of or accompany each Qualified Bidder and
other parties in interest at an Auction.
Each Qualified Bidder participating in an Auction will be required to confirm in writing

and on the record at an Auction that (i) it has not engaged in any collusion with respect to the
submission of any bid or the Auction and (ii) its Qualified Bid represents a binding, good faith,
and bona fide offer to purchase the Assets identified in such bid if selected as the Successful
Bidder.
B. Auction Procedures
Auctions shall be governed by the following procedures, subject to the Debtors’ right to
modify such procedures in their reasonable business judgment, in consultation with the
Consultation Parties, and in a manner consistent with their fiduciary duties and applicable law:
1. Baseline Bids. Bidding for each Auction Package shall commence at the
amount of the Baseline Bid (or combination of Baseline Bids).
2. Minimum Overbid. Qualified Bidders may submit successive bids higher

than the previous bid, based on and increased from the applicable Baseline
Bid. The Debtors shall, in consultation with the Consultation Parties,
announce at the outset of the Auction the minimum required increments
for successive Qualified Bids (each such bid, a “Minimum Overbid”).
The Debtors may, in their reasonable business judgment, and in
consultation with the Consultation Parties, announce increases or
reductions to Minimum Overbids at any time during the Auction.
a. Stalking Horse Credit for Termination Payment. If a Qualified

Bidder who is not a Stalking Horse Bidder bids at an Auction for a
Stalking Horse Package, the applicable Stalking Horse Bidder will
be entitled to a “credit” in the amount of the applicable
Termination Payment to be counted toward its bid. The cash and
other considerations proposed by such Qualified Bidder must
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exceed the applicable Stalking Horse Bid by the purchase price

contained in the Stalking Horse Bid, plus the Termination
Payment, by at least the amount of the Minimum Overbid to
advance to the next round of bidding. To the extent that a Stalking
Horse Bidder submits a competing bid for its Stalking Horse
Package, the Stalking Horse Bidder will be entitled to a “credit” in
the amount of the applicable Termination Payment to be counted
toward its bid and the computation of the Minimum Overbid for
bidders to advance to the next round of bidding with respect to the
Stalking Horse Package.
3. Highest or Best Offer. After the first round of bidding and between each
subsequent round of bidding, the Debtors, after consulting with the
Consultation Parties, shall announce the bid that they believe to be the
highest or best offer (or combination of offers) for an Auction Package
(each such bid, a “Leading Bid”). Each round of bidding will conclude
after each participating Qualified Bidder has had the opportunity to submit
a subsequent bid with full knowledge of the Leading Bid.
Auctions may include open bidding in the presence of all other Qualified
Bidders. All Qualified Bidders shall have the right to submit additional
bids and make modifications to their proposed agreements at an Auction
to improve their bids, including by bidding on additional Assets not
included in their original Qualified Bid. The Debtors may, in their
reasonable business judgment, and in consultation with the Consultation
Parties, negotiate with any and all Qualified Bidders participating in an
Auction.
The Debtors shall have the right, after consultation with the Consultation
Parties, to withdraw any Assets from an Auction that are not in a Stalking
Horse Package and to determine, in their reasonable business judgment, in
consultation with the Consultation Parties, which bid is the highest or best
bid and reject, at any time, any bid that the Debtors deem to be inadequate
or insufficient, not in conformity with the requirements of the Bankruptcy
Code, the Bankruptcy Rules, the Local Rules, these Global Bidding
Procedures, the DIP ABL Documents, any order of the Bankruptcy Court,
or the best interests of the Debtors and their estates; except that, if a
Stalking Horse Bid as reflected in a Stalking Horse Agreement is the only
Qualified Bid received in respect of the applicable Stalking Horse
Package, the foregoing shall be inoperative with respect to the Stalking
Horse Bid. No attempt by the Debtors to reject a bid pursuant to this
paragraph will modify any rights of the Debtors or the Stalking Horse
Bidder under any Stalking Horse Bidder under any Stalking Horse
Agreement (although the same may be consensually modified during an
Auction).
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C. Auction Results
1. Successful Bids. Immediately prior to the conclusion of an Auction, the

Debtors shall, in consultation with the Consultation Parties, (i) determine,
consistent with these Global Bidding Procedures, which Qualified Bids
constitute the highest or best Qualified Bids for each of the Auction
Packages (each such bid, a “Successful Bid”); and (ii) notify all Qualified
Bidders at the Auction of the identity of the bidders who submitted the
Successful Bids (each such bidder, a “Successful Bidder”) and the
amount of the purchase prices and other material terms of the Successful
Bids.
A Successful Bidder shall, within one (1) business day after the conclusion
of the applicable Auction, submit to the Debtors fully executed revised
documentation memorializing the terms of the Successful Bid. The
Successful Bid may not be assigned to any party without the consent of
the Debtors after consulting with the Consultation Parties.
2. Back-Up Bids. Immediately prior to the conclusion of an Auction, the

Debtors shall, in consultation with the Consultation Parties, (i) determine,
consistent with these Global Bidding Procedures and the DIP ABL
Documents, and except as provided in any Stalking Horse Agreement,
which Qualified Bid is the next highest or next best Qualified Bid after the
Successful Bid for an Auction Package (each such bid, a “Back-Up Bid”);
and (ii) notify all Qualified Bidders at the Auction of the identities of the
Back-Up Bidders and the amount of the purchase prices and other material
terms of the Back-Up Bids.
The Back-Up Bids shall remain open and irrevocable until the earliest to
occur of (i) the first business day after the consummation of a Sale
Transaction with the Successful Bidder for the applicable Asset; (ii) forty-
five (45) days after the conclusion of the applicable Auction; and (iii) the
release of the applicable Back-Up Bid by the Debtors (such date, the
“Back-Up Bid Expiration Date”). If the Sale Transaction with a
Successful Bidder is terminated prior to the Back-Up Bid Expiration Date,
the applicable Back-Up Bidder shall be deemed the new Successful Bidder
and shall be obligated to consummate the Back-Up Bid as if it were the
Successful Bid at the applicable Auction.
The Debtors will, within two (2) business days after the conclusion of an Auction, or as
soon as reasonably practicable thereafter, file with the Bankruptcy Court, serve on the Sale
Notice Parties, and cause to be published on the Prime Clerk Website a notice of the results of
the Auction (the “Notice of Auction Results”), which shall (i) identify the Successful Bidders
and Back-Up Bidders; (ii) list all Proposed Assumed Contracts in the Successful Bids and Back-
Up Bids; (iii) identify any known proposed assignee(s) of Proposed Assumed Contracts (if
different from the applicable Successful Bidder); (iv) list any known Contracts and Leases that
may later be designated by a Successful Bidder for assumption and assignment in connection
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with a Sale Transaction; (v) to the extent practicable, the governing agreement with the
Successful Bidder or drafts thereof; and (vi) set forth the deadline and procedures for filing
Adequate Assurance Objections (as hereinafter defined) in response to the Notice of Auction
Results.
IX.
Disposition of Good Faith Deposits
A. Prospective Bidders
Within three (3) business days after the applicable Bid Deadline, the Escrow Agent shall
return to each Prospective Bidder that was determined not to be a Qualified Bidder, as confirmed
by the Debtors, such Prospective Bidder’s Good Faith Deposit, plus any interest accrued thereon.
Upon the authorized return of such Prospective Bidder’s Good Faith Deposit, the bid of such
Prospective Bidder shall be deemed revoked and no longer enforceable.
B. Qualified Bidders
1. Forfeiture of Good Faith Deposit. The Good Faith Deposit of a Qualified Bidder
will be forfeited to the Debtors if (i) the applicable Qualified Bidder attempts to
modify, amend, or withdraw its Qualified Bid, except as permitted by these
Global Bidding Procedures, during the time the Qualified Bid remains binding
and irrevocable under these Global Bidding Procedures; or (ii) the Qualified
Bidder is selected as the Successful Bidder and fails to enter into the required
definitive documentation or to consummate a Sale Transaction in accordance with
these Global Bidding Procedures and the terms of the applicable transaction
documents with respect to the Successful Bid. The Escrow Agent shall release
the Good Faith Deposit by wire transfer of immediately available funds to an
account designated by the Debtors two (2) business days after the receipt by the
Escrow Agent of a written notice by an authorized officer of the Debtors stating
that the Qualified Bidder has breached or failed to satisfy its obligations or
undertakings.
2. Return of Good Faith Deposit. With the exception of the Good Faith Deposits of
Successful Bidders and Back-Up Bidders, the Escrow Agent shall return to any
other Qualified Bidder any Good Faith Deposit, plus any interest accrued thereon,
ten (10) business days after the conclusion of the Auction.
3. Back-Up Bidders. The Escrow Agent shall return a Back-Up Bidder’s Good
Faith Deposit, plus any interest accrued thereon, within ten (10) business days
after the occurrence of the applicable Back-Up Bid Expiration Date.
4. Successful Bidders. The Good Faith Deposit of a Successful Bidder shall be

applied against the cash portion of the purchase price of the Successful Bid upon
the consummation of the applicable Sale Transaction.
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C. Escrow Instructions
The Debtors and, as applicable, the Prospective Bidder, Qualified Bidder, and/or Back-
Up Bidder agree to execute an appropriate joint notice to the Escrow Agent providing
instructions for the return of any Good Faith Deposit, to the extent such return is required by
these Global Bidding Procedures. If either party fails to execute such written notice, the Good
Faith Deposit may only be released by an order of the Bankruptcy Court.
X.
Sale Hearing
At one or more hearings before the Bankruptcy Court (each, a “Sale

Hearing”), the Debtors will seek the entry of orders authorizing and approving, among other
things, the following Sale Transactions (each, a “Sale Order”), to the extent applicable:
1. if no other Qualified Bid is received by the Debtors in respect of a

Stalking Horse Package, a sale of such assets to the applicable Stalking
Horse Bidder pursuant to the terms and conditions set forth in the
applicable Stalking Horse Agreement; and
2. with respect to any Assets that are auctioned and/or sold by the Debtors
pursuant to these Global Bidding Procedures, a sale of such assets to the
applicable Successful Bidder(s).
The Debtors may, in their reasonable business judgment, in consultation

with the Consultation Parties and the Successful Bidders (including any Stalking Horse Bidder if
named a Successful Bidder), and consistent with the terms of the DIP ABL Documents, adjourn
or reschedule any Sale Hearing with sufficient notice to the Sale Notice Parties, including by
(i) an announcement of such adjournment at the applicable Sale Hearing or at the Auction, or
(ii) the filing of a notice of adjournment with the Bankruptcy Court prior to the commencement
of the applicable Sale Hearing; provided that nothing herein shall authorize the Debtors to
unilaterally extend any date or deadline set forth in any Stalking Horse Agreement.
Any objections to (A) a proposed Sale Transaction, including any

objection to the sale of any Assets free and clear of liens, claims, interests, and encumbrances
pursuant to section 363(f) of the Bankruptcy Code and/or entry of a Sale Order (a “Sale
Objection”); (B) the Debtors’ proposed Cure Costs set forth in a Notice of Assumption and
Assignment (a “Cure Objection”); and (C) provision of adequate assurance of future
performance with respect to any Proposed Assumed Contracts or Contracts or Leases that may
later be designated for assumption and assignment by a Successful Bidder in connection with a
Sale Transaction (an “Adequate Assurance Objection”) must (i) be in writing; (ii) comply with
the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; (iii) state, with specificity, the
legal and factual bases thereof; (iv) include any appropriate documentation in support thereof;
and (v) be filed with the Bankruptcy Court and served on the Objection Recipients by the
applicable Sale Objection Deadline.
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All Sale Objections not otherwise resolved by the parties shall be heard at
the applicable Sale Hearing. Any party who fails to file with the Bankruptcy Court and serve on
the Objection Recipients a Sale Objection by the applicable Sale Objection Deadline may be
forever barred from asserting, at the Sale Hearing or thereafter, any objection to the relief
requested in the Motion with regard to a Successful Bidder, or to the consummation and
performance of the Sale Transactions contemplated by any Stalking Horse Agreement, or asset
purchase agreement with a Successful Bidder, including the transfer of the Assets to any Stalking
Horse Bidder, or Successful Bidder (including any Back-Up Bidder subsequently deemed a
Successful Bidder), free and clear of all liens, claims, interests, and encumbrances pursuant to
section 363(f) of the Bankruptcy Code. Notwithstanding the foregoing, in accordance with the
terms of the Global Bidding Procedures Order, the Debtors may, in their discretion, and in
consultation with the applicable Counterparty, adjourn Cure Objections to be considered at a
later hearing and assign Proposed Assumed Contracts while such objections remain outstanding.
XI.
Consent to Jurisdiction and Authority as Condition to Bidding
All Prospective Bidders and any Stalking Horse Bidder shall be deemed to have
(i) consented to the core jurisdiction of the Bankruptcy Court to enter any order or orders, which
shall be binding in all respects, in any way related to these Global Bidding Procedures, the
Auction, or the construction or enforcement of any agreement or any other document relating to
the Sale Transactions; (ii) waived any right to a jury trial in connection with any disputes relating
to these Global Bidding Procedures, the Auction, or the construction or enforcement of any
agreement or any other document relating to the Sale Transactions; and (iii) consented to the
entry of a final order or judgment in any way related to these Global Bidding Procedures, an
Auction, or the construction or enforcement of any agreement or any other document relating to
the Sale Transactions if it is determined that the Bankruptcy Court would lack Article III
jurisdiction to enter such a final order or judgment absent the consent of the parties.
XII.
Reservation of Rights
Except with respect to the procedures (including the deadlines set forth in these
Global Bidding Procedures) for consideration of Credit Bids by any insiders or affiliates, the
Debtors reserve the right to, in their reasonable business judgment, in a manner consistent with
their fiduciary duties and applicable law, and in consultation with the Consultation Parties,
modify these Global Bidding Procedures; waive terms and conditions set forth herein with
respect to all Prospective Bidders; extend the deadlines set forth herein; announce at the Auction
modified or additional procedures for conducting the Auction; alter the assumptions set forth
herein; and provide reasonable accommodations to any Stalking Horse Bidder with respect to
such terms, conditions, and deadlines of the bidding and Auction process to promote further bids
on any Assets (including extending deadlines as may be required for any Stalking Horse Bidder
to comply with any additional filing and review procedures with the Federal Trade Commission
in connection with its previous HSR Filings), in each case, to the extent not materially
inconsistent with these Global Bidding Procedures and the Global Bidding Procedures Order;
provided that the Debtors may not extend the December 15, 2018 deadline for the Debtors to
secure a Stalking Horse Bidder for Go Forward Stores without permission of the Court, unless
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each of the Consultation Parties agrees to such extension; provided further that nothing herein
shall grant the Debtors the rights to modify the terms of, or constitute a waiver by the DIP ABL
Agents or DIP ABL Lenders of any rights under, the DIP ABL Documents or DIP ABL Orders.
The Debtors shall not be obligated to consummate or pursue any transaction with respect
to any Asset.
All parties reserve their rights to seek Bankruptcy Court relief with regard to the
Auction, the Bidding Procedures, and any related items (including, if necessary, to seek an
extension of the applicable Bid Deadline). All Consultation Parties will be permitted to seek
relief from the Bankruptcy Court on an expedited basis if they disagree with any actions or
decision made by the Debtors as part of these Bid Procedures. The rights of all Consultation
Parties with respect to the outcome of the Auction are reserved.
XIII.
DIP ABL Orders
Notwithstanding anything to the contrary contained in this Order or in the Global

Bidding Procedures or otherwise: (i) any right of the DIP ABL Agents to consent to the sale of
any portion of their collateral as set forth in the DIP ABL Credit Agreement, including, without
limitation, any Assets, on terms and conditions acceptable to the DIP ABL Agents, are hereby
expressly reserved and not modified, waived or impaired in any way by this order or the Global
Bidding Procedures; (ii) unless otherwise ordered by the Court, all cash proceeds generated from
the sale of any Assets shall be applied in accordance with the terms and conditions of the DIP
ABL Documents, the DIP ABL Orders, and the Prepetition ABL Documents, as applicable; and
(iii) nothing in this Order or in the Global Bidding Procedures shall amend, modify, or impair
any provision of the DIP ABL Orders, or the rights of the Debtors, the DIP ABL Agents or the
DIP ABL Lenders thereunder
XIV.
Sale Is “As Is/Where Is”
The Assets sold pursuant to these Global Bidding Procedures will be conveyed at
the Closing in their then-present condition, “as is, with all faults, and without any warranty
whatsoever, express or implied.”
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Schedule 1
The Go Forward Stores
1
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Count Store Number Banner Name State Address Zip Code

1 2027 Sears Wasilla AK 1000 S Seward Meridian Rd 99654
2 2126 Sears Hot Springs AR 4501 Central Ave Ste 101 71913
3 1206 Sears North Little Rock AR 3930 Mccain Blvd 72116
4 1798 Sears Glendale AZ 7780 W Arrowhead Towne Ctr 85308
5 3707 Kmart Lake Havasu City AZ 1870 Mc Cullouch Blvd 86403
6 2218 Sears Prescott AZ 3400 Gateway Blvd 86303
7 1728 Sears Tucson AZ 4570 N Oracle Rd 85705
8 4996 Kmart Tucson AZ 7055 E Broadway St 85710
9 3699 Kmart Apple Valley CA 20777 Bear Valley Road 92308
10 7619 Kmart Atascadero CA 3980 El Camino Real 93422
11 9608 Kmart Auburn CA 2505 Bell Rd 95603
12 1018 Sears Baldwin Hills CA 3755 Santa Rosalia Dr 90008
13 7653 Kmart Big Bear Lake CA 42126 Big Bear Blvd 92315
14 7756 Kmart Bishop CA 1200 N Main St 93514
15 1008 Sears Boyle CA 2650 E Olympic Blvd 90023
16 1268 Sears Buena Park CA 8150 La Palma Ave 90620
17 1838 Sears Burbank CA 111 E Magnolia Blvd 91502
18 3834 Kmart Burbank CA 1000 San Fernando Road 91504
19 7165 Kmart Camarillo CA 940 Arneill Rd 93010
20 1678 Sears Carlsbad CA 2561 El Camino Real 92008
21 3086 Kmart Chico CA 2155 Pillsbury Rd 95926
22 1358 Sears Chula Vista CA 565 Broadway 91910
23 1098 Sears Clovis CA 1140 Shaw Ave 93612
24 7098 Kmart Concord CA 5100 Clayton Road 94521
25 4047 Kmart Costa Mesa CA 2200 Harbor Blvd 92627
26 2628 Sears Eureka CA 3300 Broadway 95501
27 3725 Kmart Freedom CA 1702 Freedom Boulevard 95019
28 1208 Sears Fresno CA 3636 N Blackstone Ave 93726
29 1088 Sears Glendale CA 236 N Central Ave 91203
30 9746 Kmart Grass Valley CA 111 W Mc Knight Way 95949
31 1248 Sears Hayward CA 660 W Winton Ave 94545
32 2028 Sears Hemet CA 2200 W Florida Ave 92545
33 3748 Kmart Hollister CA 491 Tres Pinos Road 95023
34 4819 Kmart Lakeport CA 2019 South Main 95453
35 9328 Kmart Long Beach CA 2900 Bellflower Blvd 90815
36 7390 Kmart McKinleyville CA 1500 Anna Sparks Way 95521
37 1748 Sears Montclair CA 5080 Montclair Plz Ln 91763
38 1868 Sears Moreno Vly CA 22550 Town Cir 92553
39 1168 Sears No Hollywood CA 12121 Victory Blvd 91606
40 4421 Kmart North Hollywood CA 13007 Sherman Way 91605
41 1508 Sears Northridge CA 9301 Tampa Ave 91324
42 3842 Kmart Oakdale CA 175 Maag Avenue 95361
43 1968 Sears Palm Desert CA 72-880 Hwy 111 92260
44 9551 Kmart Paradise CA 6600 Clark Road 95969
45 3501 Kmart Petaluma CA 261 N Mc Dowell Blvd 94954
46 3678 Kmart Ramona CA 1855 Main Street 92065
47 1818 Sears Rancho Cucamonga CA 8250 Day Creek Blvd 91739
48 4349 Kmart Redwood City CA 1155 Veteran'S Blvd 94063
49 1788 Sears Richmond CA 2300 Hilltop Mall Rd 94806
50 1298 Sears Riverside CA 5261 Arlington Ave 92504
51 7175 Kmart Riverside CA 7840 Limonite Ave 92509
52 1688 Sears Salinas CA 1700 N Main St 93906
53 3412 Kmart Salinas CA 1050 North Davis Road 93907
54 1398 Sears San Bernardino CA 100 Inland Ctr 92408
55 1478 Sears San Bruno CA 1178 El Camino Real 94066
56 1488 Sears San Jose-Eastridge CA 2180 Tully Rd 95122
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57 2088 Sears Santa Maria CA 200 Town Ctr E 93454
58 7639 Kmart Santa Paula CA 895 Faukner Road 93060
59 9797 Kmart Scotts Valley CA 270 Mt Hermon Rd 95066
60 9153 Kmart South Lake Tahoe CA 1056 Emerald Bay Rd 96150
61 3174 Kmart Stockton CA 2180 E Mariposa Rd 95205
62 4751 Kmart Tehachapi CA 710 West Tehachapi 93561
63 1108 Sears Temecula CA 40710 Winchester Rd 92591
64 3127 Kmart Temple City CA 5665 N Rosemead Blvd 91780
65 1278 Sears Torrance CA 22100 Hawthorn Blvd 90503
66 2059 Sears Tracy CA 3350 Naglee Rd 95304
67 1148 Sears Ventura CA 3295 E Main St 93003
68 2829 Sears Victorville CA 14420 Bear Valley Rd 92392
69 2068 Sears Visalia CA 3501 S Mooney Blvd 93277
70 1189 Sears West Covina CA 1209 Plz Dr 91790
71 3235 Kmart West Covina CA 730 South Orange 91790
72 1149 Sears Whittier CA 15600 Whittwood Ln 90603
73 2238 Sears Yuba City CA 1235 Colusa Ave 95991
74 1141 Sears Aurora CO 14200 E Alameda Ave 80012
75 1221 Sears Chapel Hills CO 1650 Briargate Blvd 80920
76 1111 Sears Colorado Springs CO 2050 Southgate Rd 80906
77 1467 Sears Ft Collins CO 205 E Foothills Pkwy 80525
78 7329 Kmart Loveland CO 2665 W Eisenhower 80537
79 4453 Kmart Pueblo CO 3415 N Elizabeth St 81008
80 1303 Sears Danbury CT 7 Backus Ave (Ex 3 Rt 84) 06810
81 3216 Kmart Vernon CT 295 Hartford Turnpike 06066
82 7109 Kmart Watertown CT 595 Straits Turnpike 06795
83 4807 Kmart Bear DE 301 Governor Place 19701
84 7725 Kmart Rehoboth Beach DE 19563 Coastal Hwy, Unit A 19971
85 3873 Kmart Wilmington DE 4700 Limestone Road 19808
86 3317 Kmart Boca Raton FL 1401 W Palmetto Park Rd 33486
87 7321 Kmart Bradenton FL 7321 Manatee Ave West 34209
88 1007 Sears Brandon FL 686 Brandon Town Center Mall 33511
89 2485 Sears Brooksville FL 13085 Cortez Blvd 34613
90 1125 Sears Coral Gables FL 3655 Sw 22Nd St 33145
91 1075 Sears Daytona Beach FL 1700 W Intl Speedway Blvd 32114
92 4893 Kmart Ellenton FL 6126 Highway 301 34222
93 1195 Sears Ft Lauderdale FL 901 N Federal Hwy 33304
94 1495 Sears Ft Myers FL 4125 Cleveland Ave Suite 88 33901
95 1345 Sears Hialeah/Westland FL 1625 W 49Th St 33012
96 3818 Kmart Hollywood FL 3800 Oakwood Blvd 33020
97 9614 Kmart Key Largo FL 101399 Overseas Highway 33037
98 2215 Sears Key West FL 3200 N Roosevelt Blvd 33040
99 4725 Kmart Key West FL 2928 North Roosevelt Blvd 33040
100 3269 Kmart Lantana FL 1201 S Dixie 33462
101 2745 Sears Leesburg FL 10401 Us Highway 441 Ste 2002 34788
102 9224 Kmart Marathon FL 5561 Overseas Hwy 33050
103 3074 Kmart Miami FL 14091 S W 88Th St 33186
104 4728 Kmart Miami FL 3825 7Th Street North W 33126
105 1365 Sears Miami/Cutler Rdg FL 20701 Sw 112Th Ave 33189
106 1456 Sears Oviedo FL 1360 Oviedo Blvd 32765
107 1775 Sears Pembroke Pines FL 12055 Pines Blvd 33026
108 2145 Sears Port Charlotte FL 1441 Tamiami Trl 33948
109 2135 Sears Sebring FL 901 Us 27 N Ste 130 33870
110 4355 Kmart St. Petersburg FL 4501 66Th Street N 33709
111 1585 Sears Tallahassee FL 1500 Apalachee Pkwy 32301
112 1745 Sears Tampa/Westshore FL 347 Westshore Plz 33609
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113 1066 Sears The Avenues FL 10302 Southside Blvd 32256
114 7294 Kmart Vero Beach FL 1501 U S 1 32960
115 2505 Sears Gainesville GA 150 Pearl Nix Pkwy 30501
116 1578 Sears Aiea Oahu-Pearl Rdg HI 98-180 Kamehameha Hwy 96701
117 2388 Sears Hilo(Sur) HI 111 E Puainako St 96720
118 1681 Sears Honolulu HI 1505 Kapioloni Blvd 96815
119 1738 Sears Kaneohe(Sur) HI 46-056 Kamehameha Hwy 96744
120 9220 Kmart Algona IA 1501 Hwy 169 N 50511
121 7767 Kmart Charles City IA 1405 South Grand 50616
122 2422 Sears Sioux City IA 4480 Sergeant Rd 51106
123 7033 Kmart Lewiston ID 1815-21St St 83501
124 7006 Kmart Twin Falls ID 2258 Addison Ave East 83301
125 4381 Kmart Bridgeview IL 7325 W 79Th Street 60455
126 4214 Kmart Des Plaines IL 1155 Oakton St 60018
127 1640 Sears Fairview Hts IL 235 Saint Clair Sq 62208
128 1212 Sears N Riverside IL 7503 W Cermak Rd 60546
129 1300 Sears Oakbrook IL 2 Oakbrook Ctr 60523
130 2990 Sears Rockford-Cherryvale IL 7200 Harrison Ave 61112
131 9124 Kmart Elwood IN 1519 State Road 37 S 46036
132 7243 Kmart Kokomo IN 705 North Dixon 46901
133 9030 Kmart Peru IN 11 Sherwood Square 46970
134 7246 Kmart Richmond IN 3150 National Road West 47374
135 7042 Kmart Valparaiso IN 2801 Calumet Ave 46383
136 9122 Kmart Warsaw IN 3350 U S 30 East 46580
137 1161 Sears Wichita-Town East KS 7700 E Kellogg Dr 67207
138 3029 Kmart Erlanger KY 3071 Dixie Hwy 41018
139 7255 Kmart Somerset KY 411 Russell Dyche Hwy 42501
140 1226 Sears Metairie LA 4400 Veterans Mem Blvd 70006
141 4810 Kmart Metairie LA 2940 Veterans Blvd 70002
142 7104 Kmart Acton MA 252 Main St 01720
143 1213 Sears Auburn MA 385 Southbridge St 01501
144 3288 Kmart Billerica MA 484 Boston Rd 01821
145 1283 Sears Braintree MA 250 Granite St 02184
146 4407 Kmart Brockton MA 2001 Main Street 02301
147 1243 Sears Hanover MA 1775 Washington St 02339
148 3040 Kmart Hyannis MA 768 Iyanough Rd 02601
149 1133 Sears Leominster MA 100 Commercial Rd 01453
150 2373 Sears No Dartmouth MA 100 N Dartmouth Mall 02747
151 9255 Kmart Palmer MA Wilbraham Road (Sr 20) 01069
152 1053 Sears Saugus MA 1325 Broadway 01906
153 3486 Kmart Somerville MA 77 Middlesex Ave 02145
154 9692 Kmart Webster MA Route 12 01570
155 1725 Sears Annapolis MD 1040 Annapolis Mall 21401
156 3256 Kmart Baltimore MD 8980 Waltham Woods Rd 21234
157 1374 Sears Bel Air MD 658 Baltimore Pike 21014
158 2774 Sears Cumberland MD 1262 Vocke Rd 21502
159 7713 Kmart Edgewater MD 3207 Solomons Island Rd 21037
160 2664 Sears Frederick MD 5500 Buckeystown Pike 21703
161 3131 Kmart Frederick MD 1003 W Patrick St 21702
162 1754 Sears Gaithersburg MD 701 Russell Ave 20877
163 1013 Sears Glen Burnie MD 7900 Gov Ritchie Hwy 21061
164 3172 Kmart Hagerstown MD 1713 Massey Blvd 21740
165 3798 Kmart Hyattsville MD 6411 Riggs Road 20783
166 1773 Sears Salisbury MD 2306 N Salisbury Blvd 21801
167 4399 Kmart Silver Spring MD 14014 Connecticut Ave 20906
168 7673 Kmart Stevensville MD 200 Kent Landing 21666
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169 3021 Kmart Auburn ME 603 Center St 04210
170 7133 Kmart Augusta ME 58 Western Avenue 04330
171 2203 Sears Brunswick ME 8 Gurnet Rd 04011
172 3155 Kmart Belleville MI 2095 Rawsonville Rd 48111
173 9557 Kmart Grayling MI 2425 S Grayling 49738
174 3819 Kmart Hastings MI 802 West State Street 49058
175 1170 Sears Lansing MI 3131 E Michigan Ave 48912
176 3841 Kmart Marshall MI 15861 Michigan Avenue 49068
177 7031 Kmart Menominee MI 1101-7Th Ave 49858
178 7068 Kmart Midland MI 1820 S Saginaw Rd 48640
179 9593 Kmart Oscoda MI 5719 N US 23 48750
180 3379 Kmart Waterford Twp. MI 5100 Dixie Hwy 48329
181 1722 Sears Bloomington MN 2000 N E Court 55425
182 9689 Kmart International Falls MN 1606 Hwy 11-71 56649
183 3405 Kmart Minneapolis MN 10 W Lake Street 55408
184 4351 Kmart Rochester MN 201 Ninth St S E 55904
185 3059 Kmart St. Paul MN 245 E Maryland Ave 55117
186 9353 Kmart Crystal City MO 155 Twin City Mall 63019
187 9520 Kmart Gulfport MS 12057-A Highway 49 39503
188 9808 Kmart Hamilton MT 1235 North First Street 59840
189 7030 Kmart Kalispell MT 2024 Us Hwy 2 E 59901
190 3886 Kmart Asheville NC 980 Brevard Road 28806
191 2105 Sears Burlington NC 100 Colonial Mall 27215
192 7208 Kmart Clemmons NC 2455 Lewisville-Clemmon 27012
193 1475 Sears Durham NC 6910 Fayetteville Rd Ste 400 27713
194 1045 Sears Durham-Northgate NC 1620 Guess Rd 27701
195 1335 Sears Greensboro NC 3200 W Friendly Ave 27408
196 2755 Sears Jacksonville NC 344 Jacksonville Mall 28546
197 3744 Kmart Kill Devil Hills NC 1091 N Croatan Highway 27948
198 9619 Kmart Morehead City NC 4841 Arendell St 28557
199 9549 Kmart Morganton NC 110-112 Bost Rd 28655
200 3667 Kmart Raleigh NC 8701 Six Forks Road 27615
201 7626 Kmart Waynesville NC 1300 Dellwood Road 28786
202 4272 Kmart Bismarck ND 2625 State St 58503
203 4057 Kmart Fargo ND 2301 S University Dr 58103
204 4022 Kmart Grand Forks ND 1900 S Washington St 58201
205 4353 Kmart Minot ND 1-20Th Ave S E 58701
206 9319 Kmart Alliance NE 1515 W 3Rd 69301
207 1041 Sears Omaha NE 7424 Dodge St 68114
208 2023 Sears Concord NH 270 Loudon Rd 03301
209 3175 Kmart Hooksett NH 1267 Hooksett Rd 03106
210 1313 Sears Nashua NH 310 Daniel Webster Hwy Ste 102 03060
211 4448 Kmart Salem NH 161 S Broadway 03079
212 7048 Kmart West Lebanon NH 200 S Main 03784
213 3438 Kmart Avenel NJ 1550 St George Ave 07001
214 7177 Kmart Belleville NJ 371-411 Main Street 07109
215 1204 Sears Freehold NJ 3710 US Hwy 9 Ste 1100 07728
216 3499 Kmart Kearny NJ 200 Passaic Ave 07032
217 9463 Kmart Somers Point NJ 250 New Rd (Rt 9) 08244
218 3071 Kmart Toms River NJ 213 Highway 37 E 08753
219 4478 Kmart Trenton NJ 1061 Whitehorse-Mercervil 08610
220 7602 Kmart Wall NJ 1825 Highway 35 07719
221 1434 Sears Wayne NJ 50 Route 46 07470
222 3056 Kmart Wayne NJ 1020 Hamburg Turnpike 07470
223 4470 Kmart West Long Branch NJ 108 Monmouth Rd 07764
224 9413 Kmart West Orange NJ 235 Prospect Ave 07052
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225 3202 Kmart Westwood NJ 700 Broadway 07675
226 1684 Sears Woodbridge NJ 150 Woodbridge Ctr Ct 07095
227 2597 Sears Farmington NM 4601 E Main St 87402
228 7035 Kmart Farmington NM 3000 East Main St 87402
229 7016 Kmart Hobbs NM 2220 North Grimes St 88240
230 2527 Sears Las Cruces NM 700 S Telshor Blvd 88011
231 3301 Kmart Santa Fe NM 1712 St Michael'S Dr 87505
232 3592 Kmart Las Vegas NV 5051 E Bonanza Rd 89110
233 1328 Sears Las Vegas(Blvd) NV 3450 S Maryland Pkwy 89109
234 1668 Sears Las Vegas(Meadows) NV 4000 Meadow Ln 89107
235 9589 Kmart Bath NY Plaza 15 Route 415 14810
236 3862 Kmart Bohemia NY 5151 Sunrise Hwy 11716
237 9423 Kmart Bridgehampton NY 2044 Montauk Hwy 11932
238 7654 Kmart Bronx NY 300 Baychester Avenue 10475
239 9420 Kmart Bronx NY 1998 Bruckner Blvd 10473
240 3415 Kmart Buffalo NY 1001 Hertel Avenue 14216
241 1984 Sears Buffalo/Hamburg NY S 3701 Mckinley Pkwy 14219
242 4871 Kmart Farmingville NY 2280 North Ocean Ave. 11738
243 9274 Kmart Greenwich NY West Main St R D #1 12834
244 7065 Kmart Horseheads NY 1020 Center Street 14845
245 2744 Sears Horseheads/Elmira NY 3300 Chambers Rd 14845
246 1404 Sears Massapequa NY 800 Sunrise Mall 11758
247 4034 Kmart Mattydale NY 2803 Brewerton Rd 13211
248 7749 Kmart New York NY 250 W 34Th St 10119
249 7777 Kmart New York NY 770 Broadway 10003
250 2593 Sears Newburgh NY 1401 Route 300 12550
251 1894 Sears Rochester NY 10 Miracle Mile Dr 14623
252 7676 Kmart Sidney NY 171 Delaware Ave 13838
253 1624 Sears Staten Island NY 283 Platinum Ave 10314
254 7677 Kmart Wellsville NY 121 Bolivar Rd 14895
255 1674 Sears White Plains NY 100 Main St 10601
256 9416 Kmart White Plains NY 399 Tarrytown Rd 10607
257 1733 Sears Yonkers NY Rte 87(Ny St) & Cross Ct Pkwy 10704
258 9414 Kmart Yorktown Heights NY Rte 118, 355 Downing Dr 10598
259 7383 Kmart Barberton OH 241 Wooster Rd North 44203
260 3286 Kmart Brunswick OH 3301 Center Rd 44212
261 1410 Sears Canton OH 4100 Belden Village Mall 44718
262 1810 Sears Cincinnati-Eastgate OH 4595 Eastgate Blvd 45245
263 3013 Kmart Cleveland OH 7701 Broadview Road 44131
264 9096 Kmart Fostoria OH 620 Plaza Dr 44830
265 7397 Kmart Grove City OH 2400 Stringtown Road 43123
266 7644 Kmart Harrison OH 10560 Harrison Avenue 45030
267 1081 Sears Heath OH 771 S 30Th St 43056
268 7477 Kmart Marietta OH 502 Pike Street 45750
269 3243 Kmart North Canton OH 1447 N Main St 44720
270 1210 Sears Polaris OH 1400 Polaris Pkwy 43240
271 2104 Sears St Clairsville OH Banfield Rd & I-70 43950
272 3142 Kmart Tallmadge OH 555 South Ave 44278
273 4782 Kmart Clinton OK 2501 Redwheat Drive 73601
274 3839 Kmart Corvallis OR 400 North East Circle Blv 97330
275 2179 Sears Medford OR 501 Medford Ctr 97504
276 3888 Kmart The Dalles OR 2640 West Sixth St 97058
277 2494 Sears Altoona PA 5580 Goods Lane Suite 1005 16602
278 9161 Kmart Berwick PA 1520 W Front St 18603
279 1711 Sears Camp Hill PA 3505 Capitol Hill City Mall Dr 17011
280 3225 Kmart Chambersburg PA 1005 Wayne Ave 17201
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281 7293 Kmart Clifton Heights PA 713 E Baltimore Pike 19018
282 3911 Kmart Columbia PA 3975 Columbia Ave 17512
283 3737 Kmart Doylestown PA 4377 Route 313 18901
284 7192 Kmart Easton PA 320 South 25Th Street 18042
285 3266 Kmart Edwardsville PA U S Route 11 Mark Plaza 18704
286 3963 Kmart Elizabethtown PA 1605 South Market Street 17022
287 9662 Kmart Ephrata PA 1127 S State St 17522
288 4113 Kmart Erie PA 2873 W 26Th Street 16506
289 1073 Sears Exton PA 222 Exton Square Mall 19341
290 1714 Sears Greensburg PA 5256 Route 30 15601
291 3597 Kmart Holmes PA 600 Macdade Blvd 19043
292 1644 Sears Lancaster PA 200 Park City Ctr 17601
293 7699 Kmart Lebanon PA 1745 Quentin 17042
294 7372 Kmart Leechburg PA 451 Hude Park Road 15656
295 1654 Sears Media PA 1067 W Baltimore Pike 19063
296 7083 Kmart New Castle PA 2650 Ellwood Rd 16101
297 1834 Sears North Wales PA 600 Montgomery Mall 19454
298 3136 Kmart Shillington PA 1 Parkside Ave 19607
299 4713 Kmart Towanda PA Rt #6 Brandford Town Ctr 18848
300 3954 Kmart Walnutport PA 400 North Best Ave 18088
301 2114 Sears Washington PA 1500 W Chestnut St 15301
302 7374 Kmart West Chester PA 985 Paoli Pike 19380
303 1154 Sears Whitehall PA 1259 Whitehall Mall 18052
304 3268 Kmart Wilkes-Barre PA 910 Wilkes Barre Twp Blvd 18702
305 3390 Kmart Williamsport PA 1915 E Third St 17701
306 3810 Kmart Willow Street PA 2600 N Willow Street Pike 17584
307 3949 Kmart Wind Gap PA 803 Male Rd 18091
308 4732 Kmart Aguadilla PR Road 2 Km 126.5 00605
309 7566 Kmart Arecibo PR State Road 2 Km 80.2 00612
310 7570 Kmart Bayamon PR Plaza Rio Hondo & Comerio Ave 00961
311 7788 Kmart Bayamon PR Pr 167 & Las Cumbres 00957
312 1085 Sears Caguas PR Intsctn St Rd Pr 1 & Pr 156 00725
313 7419 Kmart Caguas PR Rafael Cordero & Hwy 30 00725
314 1925 Sears Carolina PR Carolina S/C 00988
315 7665 Kmart Carolina PR 65Th Infantry Ave 00985
316 7446 Kmart Cayey PR Carr Rt #1 - Km 106 00736
317 2085 Sears Fajardo PR State Rd 3 00738
318 9394 Kmart Fajardo PR Eastern Reg'l S/C; State Road #3 00738
319 2675 Sears Guayama PR Road 3 Km.L34.7 00784
320 3853 Kmart Guayama PR Puerto Rico Hwy 3 00784
321 7768 Kmart Guaynabo PR Pr 20 And Esmeralda 00969
322 2355 Sears Hatillo(Arecibo) PR 506 Calle Truncado 00659
323 1905 Sears Hato Rey PR Ave F D Roosevelt 00918
324 7783 Kmart Hato Rey PR Pr #22 & Pr #18 00918
325 3993 Kmart Juana Diaz PR State Rd 149&State Rd 584 00795
326 1935 Sears Mayaguez PR 975 Hostos Ave Ste 110 00680
327 3882 Kmart Mayaguez PR Pr Rte #2; Km 149.5 00680
328 2385 Sears Naranjito PR El Mercado Plaza 00782
329 1945 Sears Ponce PR Plaza Del Caribe 2050 (Rd 2) 00731
330 7741 Kmart Ponce PR 2643 Ponce Bypass 00728
331 4844 Kmart Rio Piedras PR 9410 Ave Los Romeros 00926
332 4494 Kmart Trujillo Alto PR 200 Carr 181 00976
333 7784 Kmart Vega Alta PR Carr 2, Estatal, Plaza Caribe Mall 00692
334 7752 Kmart Yauco PR Sr 128 @ Sr 2 Km 0.5 00698
335 4016 Kmart Greenville SC Church St Extension 29605
336 7616 Kmart Lexington SC 748 W Main Street 29072
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337 7062 Kmart Sumter SC 1143 Broad St 29150
338 4141 Kmart West Columbia SC 1500 Charleston Hwy 29169
339 4170 Kmart Rapid City SD 1111 E North St 57701
340 1386 Sears Goodlettsville TN 1000 Rivergate Pkwy 37072
341 2036 Sears Jackson TN 2021 N Highland Ave 38305
342 2265 Sears Johnson City TN 2011 N Roan St 37601
343 9621 Kmart Lebanon TN 1443 W Main St 37087
344 9735 Kmart Sevierville TN 217 Forks Of River Pkwy 37862
345 1387 Sears Amarillo TX 7701 1-40 W 79121
346 2487 Sears Killeen TX 2000 Killeen Mall 76543
347 4389 Kmart McAllen TX 1801 South 10Th Street 78503
348 1629 Sears Pharr TX 500 N. Jackson Road 78577
349 2637 Sears Port Arthur TX 3100 FM 365 77642
350 1207 Sears Richardson TX 201 S Plano Rd 75081
351 1097 Sears San Antonio TX 2310 Sw Military Dr 78224
352 1127 Sears Shepherd TX 4000 N Shepherd Dr 77018
353 1367 Sears Waco TX 6001 W Waco Dr 76710
354 9794 Kmart St. George UT 785 S Bluff 84770
355 1284 Sears Alexandria VA 5901 Duke St 22304
356 2435 Sears Charlottesville VA 1531Rio Rd E 22901
357 3471 Kmart Chesapeake VA 2001 South Military Hwy 23320
358 1274 Sears Chesterfield VA 11500 Midlothian Tpke 23235
359 1024 Sears Falls Church VA 6211 Leesburg Pike 22044
360 2694 Sears Fredericksburg VA 100 Spotsylvania Mall 22407
361 2395 Sears Manassas VA 8200 Sudley Rd 20109
362 3785 Kmart Tabb VA 5007 Victory Blvd 23693
363 2784 Sears Winchester VA 1850 Apple Blossom Dr 22601
364 7413 Kmart Frederiksted VI Remainder Matriculate #1 00840
365 3972 Kmart St. Croix VI Sunny Isle S/C, Space #1 00820
366 3829 Kmart St. Thomas VI 26 - A Tutu Park Mall 00802
367 7793 Kmart St. Thomas VI 9000 Lockhart Gdns S/C; Ste 1 00802
368 1463 Sears Burlington VT 155 Dorest St 05403
369 2299 Sears Aberdeen WA 1219 S Boone St 98520
370 2049 Sears Everett WA 1302 Se Everett Mall Way 98208
371 2329 Sears Kennewick(Pasco) WA 1321 N Columbia Center Blvd 99336
372 7034 Kmart Walla Walla WA 2200 East Isaacs Ave 99362
373 7648 Kmart Mauston WI 800 North Union 53948
374 3692 Kmart Oconomowoc WI 1450 Summit Avenue 53066
375 3851 Kmart Racine WI 5141 Douglas Ave 53402
376 7649 Kmart Ripon WI 1200 West Fond Du Lac St 54971
377 3750 Kmart Waupaca WI 830 West Fulton St 54981
378 4442 Kmart Charleston WV 6531 Mccorkle Avenue S E 25304
379 3484 Kmart Elkview WV I-79/Us 43 Crossings Mall 25071
380 7139 Kmart Jackson WY 510 S Hwy 89 83002
381 1915 Sears Bayamon PR Avenida Aguas Buenas 00959
382 1136 Sears Riverchase AL 2500 Riverchase Galleria 35244
383 2288 Sears Antioch CA 2600 Somersville Rd 94509
384 1228 Sears Arden CA 1601 Arden Way 95815
385 1368 Sears Concord CA 1001 Sunvalley Blvd 94520
386 4857 Kmart Desert Hot Springs CA 14011 Palm Drive 92240
387 1309 Sears Downey CA 500 Stonewood St 90241
388 1758 Sears Escondido CA 210 E Via Rancho Pkwy 92025
389 4457 Kmart Hayward CA 26231 Mission Blvd 94544
390 1209 Sears Long Beach CA 2100 N Bellflower Blvd 90815
391 1378 Sears Orange CA 2100 N Tustin St 92865
392 1068 Sears Palmdale CA 1345 W Avenue P 93551
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393 1048 Sears Pasadena CA 3801 E Foothill Blvd 91107
394 3368 Kmart Redlands CA 1625 W Redlands 92373
395 4371 Kmart Santa Maria CA 2875 Santa Maria Way 93455
396 1288 Sears Stockton CA 5110 Pacific Ave 95207
397 1271 Sears Littleton/Denver CO 8501 W Bowles Ave 80123
398 1281 Sears Pueblo CO 3201 Dillon Dr 81008
399 1831 Sears Thornton CO 16395 Washington St 80023
400 1443 Sears Manchester CT 190 Buckland Hills Dr 06040
401 1853 Sears Wilmington DE 4737 Concord Pike 19803
402 1055 Sears Coral Springs FL 9565 W Atlantic Blvd 33071
403 3223 Kmart Fort Walton Beach FL 200 Irwin N E 32548
404 1175 Sears Merritt Island FL 777 E Merritt Island Cswy 32952
405 1485 Sears Orange Pk FL 1910 Wells Rd 32073
406 1285 Sears Orlando-South FL 8001 S Orange Blossom Trl 32809
407 1765 Sears Palm Beach Gardens FL 3101 Pga Blvd 33410
408 2885 Sears Port Richey FL 9409 Us Highway 19 N Ste 101 34668
409 1015 Sears Vero Beach FL 6200 20Th St Ste 300 32966
410 2845 Sears Athens GA 3700 Atlanta Hwy Ste 270 30606
411 1035 Sears Augusta GA 3450B Wrightsboro Rd 30909
412 1095 Sears Douglasville GA 6580 Douglas Blvd 30135
413 1155 Sears Kennesaw GA 400 Ernest W Barrett Pkwy Nw 30144
414 7705 Kmart Tamuning GU 404 N Marine Dr Rte 1 96913
415 2148 Sears Kahului Maui(Sur) HI 275 Kaahumanu Ave Ste 1000 96732
416 1172 Sears Bloomingdale IL 5 Stratford Sq(Gary & Schick) 60108
417 1840 Sears Chicago Ridge IL 6501 95Th St 60415
418 1321 Sears Peoria IL 2200 W War Memorial Dr Ste 998 61613
419 1570 Sears Schaumburg IL 2 Woodfield Mall 60173
420 1820 Sears West Dundee IL 5000 Spring Hill Mall 60118
421 1650 Sears Merrillville IN 2300 Southlake Mall 46410
422 1800 Sears Mishawaka IN 6501 Grape Rd Us 23 46545
423 1147 Sears Baton Rouge LA 6501 Blubonnet Blvd 70836
424 1223 Sears Brockton-Westgate MA 200 Westgate Dr 02301
425 3433 Kmart Holyoke MA 2211 Northampton St 01040
426 1104 Sears Marlborough MA 521 Lynch Blvd 01752
427 1033 Sears N Attleboro MA 1009 S Washington St 02760
428 1634 Sears Baltimore-West MD 6901 Security Sq Blvd 21244
429 1854 Sears Parkville MD 8200 Perry Hall Blvd 21236
430 1304 Sears Silver Spring MD 11255 New Hampshire Ave 20904
431 1074 Sears Waldorf MD 11170 Mall Circle 20603
432 2183 Sears So Portland ME 400 Maine Mall Rd 04106
433 9385 Kmart Clio MI 4290 W Vienna Rd 48420
434 1011 Sears Grandville MI 3622 Rivertown Pkwy Sw 49418
435 1460 Sears Livonia MI 29500 7 Mile Rd 48152
436 9693 Kmart Marine City MI 6730 S River Road 48039
437 1192 Sears Muskegon MI 5500 Harvey St 49444
438 1760 Sears Novi MI 27600 Novi Rd 48377
439 1110 Sears Portage MI 6780 S Westnedge Ave 49024
440 1590 Sears Saginaw MI 4900 Fashion Square Mall 48604
441 4206 Kmart Warren MI 2000 Ten Mile Rd 48091
442 1092 Sears Westland MI 35000 Warren Rd 48185
443 1822 Sears Cape Girardeau MO 330 Siemers Dr 63701
444 1121 Sears Independence MO 18777 E 39Th St S 64057
445 1042 Sears Joplin MO 101 N Rangeline Rd 64801
446 1171 Sears Springfield MO 2825 S Glenstone Ave 65804
447 1182 Sears St Peters MO 3 Mid Rivers Mall Dr 63376
448 1165 Sears Concord NC 1480 Concord Pkwy N 28025
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449 2175 Sears Greenville NC 240 Carolina East Mall 27834
450 2515 Sears Hickory NC 1940 Us Highway 70 Se 28602
451 1605 Sears Raleigh NC 7330 Old Wake Forest Rd 27616
452 2191 Sears Lincoln NE 6400 O St 68510
453 1094 Sears Hackensack NJ 436 Main St 07601
454 1044 Sears Jersey Cty/Newport NJ 50 Mall Dr W 07310
455 1614 Sears Livingston NJ S Orange Ave & Walnut St 07039
456 1494 Sears Moorestown NJ Rt 38 And Lenola Rd 08057
457 1314 Sears New Brunswick NJ 51 Us Hwy 1 08901
458 1764 Sears Rockaway NJ Rt 80 & Mt Hope Ave 07866
459 7017 Kmart Roswell NM 1705 S Main St 88203
460 1114 Sears Brooklyn NY 2307 Beverley Rd 11226
461 4726 Kmart Jamestown NY 975 Fairmount Ave 14701
462 1364 Sears Lake Grove NY 4 Smith Haven Mall 11755
463 1333 Sears Poughkeepsie NY 2001 South Rd 12601
464 4928 Kmart Queensbury NY 308 Dix Avenue 12804
465 1924 Sears Valley Stream NY 1150 Sunrise Hwy 11581
466 2010 Sears Mansfield OH 600 Richland Mall 44906
467 1710 Sears No Olmsted OH 5000 Great Northern Mall 44070
468 2390 Sears Springfield OH 1475 Upper Valley Pike 45504
469 1120 Sears Tuttle Crossing OH 5053 Tuttle Crossing Blvd 43016
470 1224 Sears Harrisburg PA 4600 Jonestown Rd 17109
471 3529 Kmart Pittsburgh PA 996 W View Park Dr 15229
472 1354 Sears Willow Grove PA 2500 W Moreland Rd 19090
473 1595 Sears Greenville SC 700 Haywood Rd 29607
474 1795 Sears Myrtle Beach SC 1200 Coastal Grand Circle 29577
475 3147 Kmart Kingsport TN 1805 E Stone Dr 37660
476 1307 Sears Abilene TX 4310 Buffalo Gap Rd 79606
477 1437 Sears Arlington/Parks TX 3871 S Cooper St 76015
478 1407 Sears Beaumont TX 6461 Eastex Fwy 77706
479 2497 Sears Brownsville TX 2320 N Expressway 78526
480 1217 Sears Corpus Christi TX 1305 Airline Rd 78412
481 1317 Sears El Paso TX 8401 Gateway Blvd W 79925
482 1447 Sears Hulen TX 4900 S Hulen St 76132
483 1417 Sears Humble TX 20131 Highway 59 N 77338
484 1297 Sears Hurst TX 1101 Melbourne Rd Ste 7000 76053
485 2247 Sears Laredo TX 5300 San Dario Ave 78041
486 1187 Sears Mesquite-Town East TX 3000 Town East Mall 75150
487 1176 Sears Pasadena TX 999 Pasedena Blvd 77506
488 1337 Sears Plano TX 851 N Central Expwy 75075
489 1427 Sears Rolling Oaks TX 6909 N Loop 1604 E 78247
490 2197 Sears Texas City TX 10000 Emmett F Lowry Expy 77591
491 1377 Sears Willowbook TX 7925 Fm 1960 Rd W 77070
492 1023 Sears Loudoun/Dulles VA 21000 Dulles Town Cir 20166
493 1974 Sears Roanoke VA 4812 Valley View Blvd Ne 24012
494 3722 Kmart Burlington WA 1550 S Burlington Blvd 98233
495 1038 Sears E Valley WA 14720 E Indiana Ave 99216
496 2219 Sears Lacey/Olympia WA 651 Sleater Kinney Rd Se 1300 98503
497 2309 Sears Silverdale WA 10315 Silverdale Way Nw 98383
498 1029 Sears Spokane WA 4700 N Division St 99207
499 4147 Kmart Spokane WA 4110 E Sprague Ave 99202
500 1139 Sears Tukwila WA 400 Southcenter Mall 98188
501 2029 Sears Union Gap WA 9 E Valley Mall Blvd 98903
502 2092 Sears Appleton WI 4301 W Wisconsin Ave 54913
503 3088 Kmart Kenosha WI 4100 52Nd St 53144
504 2232 Sears Madison-East WI 43 East Towne Mall C 53704
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Pg 46 of 46

505 1804 Sears Barboursville WV 100 Huntington Mall Rd 25504
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18-23538-rdd Doc 862 Filed 11/21/18 Entered 11/21/18 21:34:19 Main Document

WEIL, GOTSHAL & MANGES LLP

Attorneys for Debtors

UNITED STATES BANKRUPTCY COURT

NOTICE OF FILING OF GLOBAL BIDDING PROCEDURES PROCESS LETTER

PLEASE TAKE FURTHER NOTICE that on November 1, 2018, the Debtors

429) (the “Motion”).2

816) (the “Order”) approving the relief requested in the Motion.

shall be subject to modification at any Auction).

Dated: November 21, 2018

/s/ Sunny Singh

Attorneys for Debtors

Global Bidding Procedures Process Letter

November [], 2018

Attn: [Primary Contact(s)]

Ladies and Gentlemen:

 SHS, excluding PartsDirect;

 PartsDirect (on a stand-alone basis); and/or

Brandon Aebersold Levi Quaintance

Transaction Timeline and Key Milestones

Virtual Data Room, Q&A, Conference Calls, and Site Visits

Terms and Conditions to Be Addressed in the Indicative Bid

Very truly yours,

Global Bidding Procedures

UNITED STATES BANKRUPTCY COURT

GLOBAL BIDDING PROCEDURES

i. Objections to Stalking Horse Agreement. Any objections to the

“Stalking Horse Designation Objection”) must (i) be in writing;

If a timely Stalking Horse Designation Objection is filed and served in

ii. Failure to File Timely Stalking Horse Designation Objection. If no timely

B. Bid Notice Parties

i. the Debtors (Attn: Rob Riecker (rob.riecker@searshc.com); Luke Valentino

C. Sale Notice Parties

i. the Consultation Parties (as applicable);

vi. the United States Attorney General;

ix. the Antitrust Division of the United States Department of Justice;

x. the Federal Trade Commission;

xi. Cardtronics USA, Inc.;

E. Notices Regarding Assumption and Assignment

To be eligible to participate in an Auction, a Prospective Bidder must first execute a

B. Non-Binding Indication of Interest Date for Go Forward Stores

If you are interested in purchasing any of the Go Forward Stores, whether

D. Qualified Bid Requirements

1. Identification of Bidder. A Qualified Bid must fully disclose the legal

2. Proposed APA. A Qualified Bid must include an executed asset purchase

3. Purchased Assets. A Qualified Bid must clearly identify the following:

a. the Assets to be purchased, including any Contracts and Leases of

b. with respect to a bid for multiple Assets, the allocation of value in

c. the liabilities, if any, to be assumed, including any debt to be

d. the Credit Bid or Landlord Bid (each as hereinafter defined), or

a. Credit Bidding. Persons or entities holding a perfected security

Notwithstanding anything to the contrary herein, in the Motion or

b. Landlord Bid. Subject to the Debtors’ discretion to consider such

c. Other Non-Cash Consideration. Subject to the Debtors’ discretion

d. Cash Requirements. All bids must provide sufficient cash

6. Financial Information. A Qualified Bid must include the following:

a. a statement that the Prospective Bidder is financially capable of

b. if applicable, and except for a Landlord Bid, information

assignee uses, (e) the proposed assignee’s intended use of the

c. sufficient evidence, as reasonably determined by the Debtors, to

7. Representations and Warranties. A Qualified Bid must include the

a. a statement that the Prospective Bidder has had an opportunity to

c. a statement that it has not engaged in any collusion with respect to